Thinking Big Doing Better · a common Indian market, improve tax compliance, boost investment and...
Transcript of Thinking Big Doing Better · a common Indian market, improve tax compliance, boost investment and...
01-05 12-13 20-21Corporate Snapshot Renewable Energy Managing Director’s Review
Forward-looking statementIn this annual report, we have disclosed forward-looking information to enable investors to comprehend our prospects and take informed investment decisions. This report and other statements - written and oral - that we periodically make contain forward-looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried wherever possible to identify such statements by using words such as ‘anticipates’, ‘estimates’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’, and words of similar substance in connection with any discussion of future performance.
We cannot guarantee that these forward-looking statements will be realised, although we believe we have been prudent in our assumptions. The achievement of results is subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Readers should bear this in mind.
We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
06-09 14-15 22-23
10-11 16-19 24-31Coal mining and trading City Gas Distribution Financial Performance
Agri Business Chairman’s Statement Corporate Social Responsibility
At Adani Enterprises Limited, we are present in several important national sectors that help build the nation. These sectors include coal management, renewable energy, edible oil, agri-storage and city gas distribution.
These sectors are critical for the sustainable
growth of the economy even as they
represent the country’s backbone. As a result
of our emphasis on large and timely capacity
creation, we have emerged as the largest
player in each of these businesses within just
two decades of our incorporation. As India
reinforces its position as the fastest growing
economy, we are driven by an even more
ambitious 2020 vision, reflected below.
This ambition is encapsulated in our overarching vision of ‘Thinking big. Doing better.’
Coal business
200 MMTby 2020
Renewable energy
10,000 MWof solar power by
2022
Edible oil
8 MMTby 2020
City gas distribution
50 citiesby 2021
Adani Enterprises is among India’s most diversified business conglomerates.
Coal mining Mineable reserves: 12 bn MT
Locations: India, Australia and
Indonesia
Production, 2016-17: 12 MMT
Solar powerGenerating capacity: 808 MW
Location: India
Power generation, 2016-17: 787 MU
KW/H
Agri-storageCapacity: 8.5 lac MT
Locations: 13 locations in India
Grains handled: Take-or-pay
arrangement
Edible oilRefining capacity: 12,000 TPD
Locations: 16 locations in India
Edible oil sales, 2016-17: 2.08 MMT
Gas distributionPipeline network: 5,350 kms
Locations: Ahmedabad, Vadodara,
Faridabad and Khurja
Gas distributed: 408 MMSCM
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Adani Enterprises Limited is the flagship entity of the Adani Group, one of India’s largest business conglomerates.
Group overviewThe US$ 12 bn Adani Group enjoys
significant interests across resources
(coal mining and trading), logistics
(ports and logistics, shipping and
rail), energy (power generation and
transmission) and ancillary industries.
Through these businesses, the Adani
Group is integrated into the core
of the world’s largest democracy,
touching millions of lives.
Corporate overviewAdani Enterprises is one of
India’s fastest growing diversified
conglomerates with business interests
across coal trading and mining,
renewable energy generation, agri-
storage infrastructure and services as
well as edible oil and gas distribution.
This business mix - business-to-
business and business-to-consumer
– is directed at enhancing access to
basic services (electricity through
timely coal availability), creating a less
polluted world, delivering quality food
grain and providing healthy cooking
media. In doing so, the Company
contributes to creating a better world.
ValuesCourage: We shall embrace new ideas
and businesses
Trust: We shall believe in our
employees and other stakeholders
Commitment: We shall stand by
our promises and adhere to a high
standard of business
CulturePassion: Performing with enthusiasm
and energy
Results: Consistently achieving goals
Integration: Working across functions
and businesses to create synergies
Dedication: Working with commitment
in the pursuit of our aims
Entrepreneurship: Seizing new
opportunities with initiative and
ownership
74.92%Promoter’s equity holding
(31st March 2017)
20.96%Institutional holding
(31st March 2017)
11,905Enterprise value as on
31st March 2017 (H in crore)
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Adani Enterprises Limited 25th Annual Report 2016-17
Adani Enterprises is a conglomerate that addresses diverse consumer needs, engaged in holistic value creation for its stakeholder ecosystem.
Adani Enterprises is India’s largest thermal coal importer.
Adani Enterprises is India’s most successful and only profitable mine developer and operator.
Adani Enterprises operates one of the country’s largest edible oil refineries.
Adani Enterprises’ Fortune brand is a market leader in the edible oil space.
Adani Enterprises pioneered bulk food grain handling, storage and controlled-atmosphere apple storage technology.
Adani Enterprises is one of the largest renewable power producers in India.
Adani Enterprises is a leading Indian player in the area of city gas distribution.
This is who we are
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Adani Enterprises Limited 25th Annual Report 2016-17
81 Coal trading volumes,
2016-17 (MT)
4% Growth in coal trading
volumes, 2016-17 (%)
99,589 Trees planted/
replanted, 2016-17
Coal mining and trading
Adani Enterprises has been India’s largest coal importer for nearly a decade. This entrenched market leadership has been the result of a strong and well-knit team with high levels of productivity, together with robust multi-year customer relationships and proximity through multiple satellite offices, branches and global offices.
The Company sources coal primarily from suppliers in
Indonesia and Africa, among others, fulfilling the role of a
critical supply chain partner for a number of customers in
the private and public sector in India.
With coal increasingly coming under the environmental
and regulatory glare we are proactively engaging in
business transformation to progressively emerge as a
green, environment-respecting, responsible and integrated
mining enterprise. In this transformation, we are
increasingly leveraging global best practices with respect
to technology, training, safety, environment-consciousness
and operating culture to enhance our financial and
operational sustainability on the one hand and sustain
investments in environment replacement at a far greater
level than that we take from it on the other.
For instance, our tree plantation rate at the level of 24
trees planted for every tree cut and a near 88% success
rate in replanting trees from impacted areas reflects our
seriousness to more than give back what we take from
natural resources and ensure that our environmental
compliance transcends beyond regulatory requirements.
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This is our calling card
• Among the top three global coal traders
• Largest importer of thermal coal from Indonesia and South Africa
• Largest coal handling merchant in India
• Multiple winner of ‘Coal Importer of the Year’ award at different forums
• Successfully operating MDO contract in the Surguja cluster at Parsa with a rated annual capacity of 27 MMT
• Bunyu operations recognised by Wood McKenzie as the lowest operating cost coal mine in Indonesia
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Adani Enterprises Limited 25th Annual Report 2016-17
Mine development and operationsAdani Enterprises Limited is the
pioneer of the Mine Developer and
Operator concept in India with an
integrated business model that spans
full mine development to coal supply
chain. The Company enjoys a long-
term contract as mine developer
and operator for coal mining in the
Parsa East-Kente Basan mine (PEKB)
in Chhattisgarh (estimated reserves
of 452 MMT). It provides the full-
service range – right from seeking
various approvals, land acquisition,
rehabilitation and resettlement,
developing required infrastructure,
mining, beneficiation (on-site)
and transportation to designated
consumption points. The Company
also enjoys long-term contracts
for two other MDO blocks to be
progressively commissioned.
Key highlights, 2016-17�� Enhanced shipments to 7.3 MMT,
higher by 32% despite a near 70-
km road haulage required from
pithead to rail; in doing so, we have
demonstrated strong operational
and logistical efficiencies for hauling
large coal volumes over lengthy road
stretches
�� Conducted a successful public
hearing for ramp-up of the Parsa
Kente mine capacity from 10 million
tonne to 15 million tonnes per
annum, an outcome of the efficacy
of our consistent and exhaustive CSR
practices, facilitating the expansion
of Parsa-Kente mine in Chhattisgarh
through strong community support
�� Became L1 bidder for Gare Palma I,
II & III, Talabira II and III and Pachwara
South, with an aggregated peak
capacity of about 74 MMTPA.
�� Leveraged the increasing use of
technology with a view to preserve
the environment, build social
infrastructure, enhance mine area
productivity and benchmark our
efficiencies with global best practices;
also used drones for increasing
surveys and surveillance, especially
across inaccessible areas.
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�� Enhanced focus on building a safety
mind-set and culture, documenting
world-class safety practices coupled
with implementation; the result of
this was zero accidents and injuries,
a creditable achievement across
sizeable mining operations.
�� PEKB is on its way to become a
‘Model Mine’ in India, not only on
account of its operating efficiency but
also on account of its engagement
with the community, CSR and
environment-related activities; all our
efforts are oriented towards staying
true to being a ‘Responsible Green
Miner’.
�� Bestowed with the Golden Peacock
Innovative Product/Service Award
2016 by Institute of Directors for
pioneering the concept of Mine
Developer cum Operator (MDO) in
India. Other awards include Energy
& Environment Foundation Global
CSR Award 2016 & 2017 in the
Platinum category for continuous
outstanding achievement in
implementing CSR programs, Energy
& Environment Foundation Global HR
Skill Development Award 2017 in the
Platinum category for outstanding
achievement in adopting innovative
strategies for Human Resource
Management and Skill Development.
Coal Trading�� Adani Enterprises has been India’s
largest coal importer for nearly a
decade. Its team comprises 200+
executives managing operations
through more than 20 satellite and
branch offices and three global
offices. The major coal sourcing is
derived from suppliers in Indonesia,
South Africa and other countries,
feeding supplies to various pan-India
customers.
�� The financial year 2016-17 was an
important year in our coal trading
business as we engaged in the
transformation of our business
model by shifting the customer mix
increasingly in favour of private sector
customers and overseas markets with
the government mandating PSUs to
increasingly rely on domestic coal; this
re-balancing helped maintain our coal
trading volumes.
Plan of Action, 2017-18�� Leverage the government’s
ambitious Sagar Mala project to
increasingly shift the movement of
coal to coastal logistics; we anticipate
as much as 15% of our total coal cargo
to move to Sagar Mala.
�� Increase the share of sales to private
sector coal customers to 35% (from
the current 22%) of the overall sales.
�� Develop depots across some
strategic pockets of India for
enhancing distribution logistical
efficiency, resulting in better customer
service.
�� Leverage IT and technology
in coal trading (evaluating the
e-commerce distribution and logistics
model to derive a better technical
understanding in refining our own
model).
Our coal assets – ChhattisgarhParsa-Kente (RRVUNL) Parsa (RRVUNL) Kente Extension (RRVUNL)
Block area (~sq km) 27.11 12.52 17.59
Mineable reserves (mn MT) 452 184 170 (tentative)
Peak capacity (MMTPA) 15 5 7
Production commencement February 2013 2019 2019
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Adani Enterprises Limited 25th Annual Report 2016-17
Agri- business
The Company ventured into the agri and horticulture storage business to plug the deficit in high quality cold storage facilities, essential for arresting the colossal waste of India’s farm produce. Consider this: in 2010, India produced 68 million tonnes of fruit and 129 million tonnes of vegetables, the second largest producer in the world. About 30% of the fruit and vegetables was wasted. India wasted an estimated 1.94 lakh MT of food grain between 2005 and March 2013.
Adani Enterprises entered the edible
oil business when India was largely
import dependent. Edible oil ranked
third after crude oil, petroleum
products and gold in India’s import list.
Even today, about 70% of the annual
edible oil demand of 20-21 million
tonnes is addressed through imports.
Adani Enterprises (through Adani
Wilmar Limited, Adani Agri Logistics
Limited and Adani Agri Fresh Limited)
is one of the most exciting agro-
commodity sector proxies.
Adani Wilmar owns the ‘Fortune’
edible oil brand, India’s edible oil
market leader with a 19% share
(consumer pack). It also owns and
operates one of the country’s largest
edible oil capacities (12,000 TPD
refining and 8,000 TPD crushing)
with manufacturing facilities across
16 strategic pan-India locations.
The Company possesses the largest
distribution network among all
branded edible oil players in India
comprising more than 96 stock points,
5,000 distributors and more than one
million outlets pan-India (about 10% of
the industry’s total retail penetration).
It also possesses the largest portfolio
in India’s edible oil industry comprising
brands like Fortune, King’s, Bullet,
Raag, Avsar, Pilaf, Jubilee, A-Kote,
Fryola, Alpha and Aadhaar.
Adani Agri Logistics is a pioneer in
the area of bulk handling, storage
and transportation (distribution) of
food grains, providing an end-to-end
bulk supply chain solution to Food
Corporation of India and various
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State Governments. The Company
commissioned India’s first modern
grain storage infrastructure for
Food Corporation of India in 2007.
It commissioned grain silos in Moga
(Punjab) and Kaithal (Haryana) to
store grain; it established receiving
silos in Mumbai, Chennai, Bengaluru,
Kolkata and Coimbatore connected
through Adani’s dedicated railway
rakes. The Company provides pan-
India multi-modal logistics services
(movement of goods in containers
by train, road and sea). The Company
is developing logistics parks to
provide service-enhancing ground
facilities (aggregation, warehousing,
holding, inspection, custom bonding,
stuffing/de-stuffing of export-
import, domestic cargo and loading/
unloading onto railway wagons).
Adani Agri Fresh established its
presence in the horticulture sector
through world-class packaging
operations and storage facilities.
These services ensure the selection
of only the highest grade of
horticultural products for storage
and consumption. It pioneered the
controlled atmosphere storage
technology for apples, transforming
the apple growing and storage
ecosystem of Himachal Pradesh,
while creating a popular ‘Farm-Pik’
brand. The Company’s operations
also cover other horticulture
products like citrus fruits, litchi,
cherry, grape and pomegranate.
The Company possesses the largest distribution network among all branded edible oil players in India, comprising more than 96 stock points, 5,000 distributors and more than one million outlets pan-India (about 10% of the industry’s total retail penetration).
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Adani Enterprises Limited 25th Annual Report 2016-17
Renewable energy
At Adani Enterprises, we are in business to add value. We do so through a wide-ranging engagement across sunrise sectors; one of these included renewable energy with an emphasis on solar power.
OverviewThe Jawaharlal Nehru National Solar
Mission (JNNSM) was launched in
2010 with a grid-connected solar
projects target of 20,000 MW by
2022. The Union Cabinet, chaired
by the Prime Minister Shri Narendra
Modi, increased the national solar
power capacity target under JNNSM
five-fold, reaching 100,000 MW 2022.
The target will principally comprise
40 GW rooftop power and 60 GW
through large and medium-scale grid-
connected solar power projects. The
additional target is 60 GW for wind
energy, 5 GW for small hydro power
plants and 10 GW for bio power.
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The renewable energy target is in
line with the Paris Climate Accord
target of generating 40% power
from renewable energy sources by
2030. The government is playing an
active role in promoting the adoption
of renewable energy resources by
offering various supports, such as
generation-based incentives (GBIs),
capital and interest subsidies, viability
gap funding, concessional finance and
fiscal incentives, etc. Policy measures
include UDAY scheme, enforcement of
Renewable Purchase Obligation (RPO)
and Renewable Generation Obligation
(RGO); incentives also include the
setting up of exclusive solar parks,
development of power transmission
networks through the Green Energy
Corridor project, infrastructure status
for solar projects, raising tax free
solar bonds, providing long tenure
loans and raising funds from bilateral,
international donors and the Green
Climate Fund to achieve its target.
Recently, the government announced
an ambitious scheme to double solar
power generation capacity under
the Solar Parks Scheme to 40,000
megawatts (MW) by fiscal 2020. The
price of solar energy has declined
significantly from Rs.17.90 per unit
in 2010 to about Rs. 2.44 per unit as
evident in the recent Bhadla Phase-
III auctions, thereby reducing the
need of VGF/GBI per MW of solar
power. Foreign investments picked
up in the sector. Japan’s Softbank
has committed to invest $20 bn
(£16.2 bn) in the Indian solar energy
sector in conjunction with Taiwanese
company Foxconn and Indian business
group Bharti Enterprises ( i.e. SBG
Cleantech).
What we are proud of:�� Adani is India’s largest renewable
energy IPP (independent power
producer) with a consolidated
renewable portfolio exceeding 2.2 GW.
�� Adani commissioned the world’s
largest solar plant of capacity of 648
MW in Tamil Nadu in a record eight
months.
�� Adani commissioned India’s largest
single-location single-axis tracker solar
plant of capacity 100 MW in Punjab.
�� Adani targets achieving a renewable
energy portfolio of about 10 GW by
2021.
Sectoral outlook�� Stiff competition pulling tariffs to
rock-bottom levels, even cheaper than
conventional sources of power.
�� India added 5.5 GW of solar capacity
in FY2016-17, taking the tally of total
solar capacity to 12.28 GW. Another
7.7 GW of solar capacity is proposed to
be added in FY 2017-18.
�� As on 31st March 2017, we had
an operational solar and portfolio
of 848MW with an additional
1280 MW under various phases of
implementation expected to be
completed by FY18.
�� Exploring opportunities in foreign
markets including Ghana, Morocco,
Vietnam, Bangladesh and Australia.
�� Impact of GST implementation
is tentatively additional 8% in GST
regime vis a vis VAT/CST regime.
India added 5.5 GW of solar capacity in the FY2016-17, taking the tally of total solar capacity to 12.28 GW.
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Adani Enterprises Limited 25th Annual Report 2016-17
2,112 Commercial
connections
1,033 Industrial connections
7% Growth in gas business
volumes, 2016-17 (%)
2,45,000 Domestic
connections
City gas distribution
Overview
Adani Enterprises is one of India’s largest private sector natural gas marketing company with a clientele comprising industrial, commercial, residential and vehicular consumers.
The company’s gas business was
present in six Indian cities during
the year under review. The company
enjoyed a positive recall in the cities
of its presence for the following
reasons: safe and dependable product
quality, competitiveness, incident-free
operations, mature operations and a
critical mass of satisfied customers.
The principal challenges faced by this
business have been those related to
awareness. There is a growing need
for this environment-friendly fuel to
be taken ahead on the grounds that
the hidden and latent costs of its
consumption are considerably lower
than costs related to alternative fossil
fuels, requiring responsible advocacy
and awareness-building. The sector is
also marked by challenges related to
the growing need for technicians and
semi-skilled professionals; the sector
is marked by extended gestation in
network commissioning and service
rollout.
Key highlights, 2016-17�� Adani widened the service footprint
from four cities to six (Ahmedabad,
Faridabad, Khurja, Vadodara,
Chandigarh and Allahabad).
�� Entered into a joint venture with
the giant Indian Oil Corporation to
accelerate service rollout across
a larger number of cities in a
compressed time-frame.
�� Strengthened concept marketing
for the product and service; launched
a mass media campaign following
the engagement of a radio jockey
ambassador, highlighting the benefits
of natural gas use.
�� Worked with interested agencies in
enhancing awareness of the use of
this environment-friendly fuel.
�� Trained plumbers at Adani Skill
Development Institute; provided a
stipend through the training tenure;
completed the first batch followed by
job assurance and placement.
OutlookThe Company intends to widen its
pan-India service footprint from six
cities to 11 during the current financial
year, increasing this to 50 by 2021.
The Company will focus on growing its
residential penetration by extending
beyond 300,000 customers.
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This is our calling card
• Among the most prominent Indian private sector gas companies.
• Largest in India’s city-based gas consumer retail segment.
• Matching the sectoral growth average in India.
• Broad-based customer spread (domestic, commercial, industrial and vehicular).
• Widening spread across each customer segment.
• Joint venture with Indian Oil Corporation to widen Indian footprint.
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Adani Enterprises Limited 25th Annual Report 2016-17
CHAIRMAN’S STATEMENT
The Indian economy is set into climb to a higher growth orbit on account of the government’s far-reaching policy actions including demonetization, which delegalized almost 85% of the currency in the system in November 2016, and the implementation of the Goods and Services Act (GST) that will have a far-reaching impact on the economy through a unified tax regime. These structural resets are expected to strengthen India’s economic growth by at least 100-150 bps over the next 2-3 years.
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Adani Enterprises was established
with the singular objective to cater to
the needs of sectors whose growth
would directly fuel the development of
the nation. The basket of businesses
that are held by Adani Enterprises
include coal trading and mining,
renewable energy, agri-storage
infrastructure and services, edible oil
and city gas distribution.
Anchored by a strong vision for the
future, each of these businesses has
been created on a strong foundation
that will consequently facilitate
rapid scale-up. This will be especially
important to cater to the growing
needs of a nation poised to retain its
position as the fastest growing in the
world.
Though coal is considered to have a
negative impact, especially among
environmental groups, the case for
the resource is unquestioned in
reaching power to the darkest corners
of the country. The government is
embarking on sweeping reforms
that include distribution utility
re-energization through UDAY and
giving an impetus to infrastructure
creation that will lead to a sustainable
growth in then demand for power. The
Government accomplished milestones
to encourage the coal and the coal
mining sector while balancing it with
charges that subsidise other greener
sources of power generation as
India begins to moderate its carbon
footprint.
Over the past few years, we have
created a robust coal trading and
coal mining business with integrated
‘pit-to-port-to-customer capabilities’.
Our coal trading arm and our coal
mine development and operations
(MDO) businesses are the largest
in the Indian private sector. In a
significant achievement in 2016-17,
we successfully conducted a public
hearing, facilitated the expansion of
our Parsa-Kente basin in Chhattisgarh
following strong community support.
This validates our commitment to
local development and spreading
prosperity beyond our factory gates.
We also completed the groundwork
for the potential 30-year award of
Mahagenco’s GP II block that will add
reserves of 24 MT coal.
Over the past year, solar power has
gained significant traction with
the result that power purchase
costs through solar are lower than
conventional energy costs. The
Government’s ambitious thrust on
solar is visible in its Jawaharlal Nehru
National Solar Mission (JNNSM) that
was launched in 2009 and targets
grid-connected solar projects at
100,000 MW by 2022, the country
progressively generating 40% power
from renewable energy by 2030, as per
the Paris Accord.
I am proud to mention that Adani
Power is India’s largest renewable
energy IPP with a consolidated
renewable portfolio exceeding 2.2
GW and with targets of achieving 10
GW by 2021. During 2016-17, we took
this vision ahead by commissioning
the world’s largest solar plant with a
capacity of 648 MW in Tamil Nadu
in a record eight months, we also
commissioned India’s largest single-
location single-axis tracker solar plant
of 100 MW capacity in Punjab.
In our agri-business, we are proud
to have established India’s first
integrated bulk handling, storage and
logistics system for food grain. Aimed
at minimizing post-harvest losses and
improving operational efficiencies, we
provide a seamless end-to-end bulk
supply chain to Food Corporation of
India. With state-of-the-art silos and
rail terminals in major cities, Adani is
changing the future of food security
in India. The rail infrastructure and
bulk loading facility developed for
this project has set world-class
standards for the country. Besides
maintaining nutritional quality of food
grain and reducing losses, Adani silo
terminals have benefitted farmers,
the government and end consumers
across the public distribution system
value chain. The overwhelming
success of this model has led the
Government to accept it as a future
The Government’s ambitious thrust on solar is visible in its Jawaharlal Nehru National Solar Mission (JNNSM) that was launched in 2009 and targets grid-connected solar projects at 100,000 MW by 2022, the country progressively generating 40% power from renewable energy by 2030, as per the Paris Accord.
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Adani Enterprises Limited 25th Annual Report 2016-17
mode of storage and transportation
of food grain. Apart from serving
Food Corporation of India, our
agri business is also committed to
modernise storage infrastructure in
the States by creating silo terminals.
The Company has set up state-of-
the-art silo terminals in various parts
of Madhya Pradesh, benefitting
numerous farmers and generating
savings for the Government of Madhya
Pradesh. Farmers are linked directly
to these terminals where they deliver
their crop. While extending this model
to other parts of the country, we
established a wholly-owned subsidiary,
Adani Agri Logistics (Panipat) Limited,
to develop, operate and maintain silos
for the storage of wheat in Panipat,
Punjab, the wheat bowl of the country,
on a DBFOO (design-build-finance-
own-operate) basis under the public-
private partnership (PPP) mode.
We also pioneered the storage of
apples under controlled atmospheric
conditions and helped structurally
alter the apple farming sector in
Himachal Pradesh.
Our edible oil business, under Adani
Wilmar remains the largest contributor
to our agri business vertical; we
continue to be the market leader
in this sector. In a business where
distribution is the key to reach out
to as many customers as possible,
the Company possesses the largest
distribution network amongst all
branded edible oil players in India
touching more than one million outlets
pan-India. Based on a preference for
branded products in matters of health,
rising disposable incomes and growing
per capita edible oil consumption, the
country’s edible oil industry outlook
appears bright. Adani Wilmar, which
entered the edible oil business in
1999-2000, is the largest edible oil
company in the country with a share
of 19.5%. We are looking at replicating
this success in other branded food
items such as rice and dal, which are
bigger categories. This growth plan
will be met by the expansion of some
of the existing units based on their
locational advantages, particularly
those close to the ports, expanding
some contract units and entering into
new arrangements at new locations. In
the South, which accounts for about
33% of the total branded market, Adani
Wilmar is aiming at a bigger market
share by teaming up with some local
mills. Importantly, the country’s edible
oil market size is worth Rs. 100,000
crore and of this, 55% is accounted by
the branded market. By diversifying
and adding other branded food items,
the Company is primed to witness a
big jump in its revenues over the next
few years.
Our city gas distribution business
continues to expand, aided by
softening crude oil prices. The
Company’s existing network of
pipelines (in excess of 5,000 kms)
provides piped natural gas to
residential, commercial, industrial
customers and compressed natural
gas to the transport sector in
Ahmedabad, Vadodara, Faridabad
and Khurja. With the Petroleum
and Natural Gas Regulatory Board
expected to augment the city gas
distribution network to cover 240
cities by 2022 from the current 44
geographical areas, we are creating
the necessary infrastructure by
building a network of pipelines across
55% Branded edible oil
market share
100,000 The country’s edible oil
market size
(Rs. in crore)
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seven cities in a joint venture with
Indian Oil Corporation. We are also
drawing up plans to bid for another
10 cities with the objective to improve
profitability and market share.
At our Company, social responsibility
takes centre-stage. Adani Foundation’s
core programs of education,
healthcare and livelihood touch a
number of lives every day, even as
we build strong community goodwill
and support. We feel privileged to
have been change agents in India’s
grassroots development.
Going into the future, we are excited
at the unfolding opportunities within
our range of nationally-important
businesses. We are optimistic of
business sustainability and invite you
to be a part of our journey.
With my best wishes,
Gautam AdaniChairman
In a business where distribution is the key to reach out to as many customers as possible, the Company possesses the largest distribution network amongst all branded edible oil players in India with more than one million outlets pan-India.
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Adani Enterprises Limited 25th Annual Report 2016-17
Rajesh S Adani,Managing Director,
Adani Enterprises Limited
In India, we witnessed demonetization, solar energy
prices falling to all-time lows and enactment of the
Goods and Services Tax (GST) that will alter the Indian
indirect tax regime. Global coordination between
countries became more pervasive as they attempted to
manage through some of these changes. Technology
and business model disruptions became more of a norm
than the exception, altering the corporate landscape
significantly.
Within this evolving environment, we performed
reasonably well. Our coal trading business remained
stable with volumes of 81 MMT in the financial year
2016-17. Prices recovered in the second half of the
financial year 2016-17 before stabilizing, the recovery
largely attributable to increased spot and forward
buying by China as a result of domestic production cuts
coupled with stable coal burn. With a fall in the volumes
of government business in India, we diversified our
basket as a comprehensive logistics solution provider
under the Sagar Mala mission of the Government of
India. Furthermore, we shifted our focus to emerging
markets such as Bangladesh, Sri Lanka and Thailand,
among others, along with a multi-fold increase in sales
to private sector players in India. We also diversified
our commodity basket with the addition of pet coke,
Chilean coal, US coal, Columbian coal and Russian coal,
providing more options to customers and staying as
their preferred partners. In doing so, we are providing
our customers a one-stop integrated coal management
convenience in meeting their energy needs.
With the country’s growing focus on the “Make in India”
platform, the mining sector has become the backbone
of the Indian economy with the objective to help the
country achieve the target of 24x7 power for all. In coal
mining, the mine developer and operator (MDO) model
is the way forward for developing and operating mines
in India, considering that state PSUs, which are allotted
coal blocks, prefer to focus on their core competence of
power generation. Our India mining operations achieved
The last few years have seen unprecedented global turbulence - the financial crisis, upheaval
of commodities and energy markets, seismic geopolitical and economic shifts for a weakened Europe, a slowing China, a re-energized America and more recently, Brexit.
MANAGING DIRECTOR’S REVIEW
20
the objective to upgrade skills of the
local community and, make them
more employable in line with the
Government’s Skill India mission.
VTC will have the capacity to train
1,000 individuals annually in various
fields like mining (with simulators),
sewing machine operations (tailoring),
electrical, fitting and welding etc.
We are also working to promote Digital
India through Project Digital Gram,
providing training to villagers in the
use of various modes of cashless
payment. A large number of rural
youth have been enrolled to make
them computer-literate. Amongst
various initiatives that we have taken,
a series of measures are directed
towards environment protection and
green belt development. We deployed
state-of-the-art technology for tree
transplantation; more than 5,600
trees with a girth size of less than 60
cm were relocated with a survival rate
of more than 80% in the last 3-4 years;
we planted as many as 29 trees for
every tree felled. An in-house nursery
has also been established which
has germinated more than 200,000
saplings in the short period since the
project was operationalized.
More than 140,000 plants of native
species have been planted over 50
Ha of land including reclaimed land,
safety zone of project areas and
nearby villages with a survival rate of
33% growth in production volumes
and we are confident of achieving
our vision of emerging as one of the
largest coal mining companies in the
world. The Indonesia mine operations
were affected by unprecedented
rainfall, which made it difficult to
mine coal although the operations still
continued to be healthy.
As a responsible corporate, we are
building a complete ecosystem for
overall prosperity. All our efforts are
oriented towards staying true to our
philosophy of being a “Responsible
Green Miner”. We are focused
on transcending conventional
business barriers and reaching out
to the marginalized as a matter of
duty and helping create a more
equitable society. We are focused
on developing model villages so that
there is visible transformation of the
villages in proximity to our mines.
Developing a model village entails
ensuring self-reliance in all aspects
viz., education, healthcare and family
welfare, infrastructure and sustainable
livelihood, etc. We have been working
on end-to-end solutions for meeting
the challenges of peripheral villages
on a sustainable basis.
We are in the process of establishing
a state-of-the-art Adani Vidya Mandir
school and Vocational Training
Centre (VTC) at Salhi Village with
more than 80%. Consequently, a thick
greenbelt of local plant species has
been developed across project areas
and nearby villages. We have already
reclaimed and restored more than 50%
of the mined land since the second
year of operation.
I would like to thank you for being a
part of our growth story as we focus
on further enhancing shareholder and
stakeholder value.
We are also working to promote “Digital India” through “Project Digital Gram” under which we are providing training to villagers on the use of various modes of cashless payment systems. Furthermore, a large number of rural youth have been enrolled to make them computer-literate.
21
Adani Enterprises Limited 25th Annual Report 2016-17
Financial performance
2012
-13
47,
351.
63
2013
-14
56,2
25.8
6
2015
-16
34,0
08
.38
2014
-15
65,
519
.85
2016
-17
37,3
13.7
0
Revenues(Rs crore)
2012
-13
6,8
97.
69
2013
-14
10,5
39.8
5
2015
-16
2,78
9.0
5
2014
-15
13,3
08
.37
2016
-17
3,0
90
.39
EBIDTA(Rs crore)
2012
-13
1,6
12.9
8
2013
-14
2,22
0.7
7
2015
-16
1,0
10.7
2
2014
-15
1,9
48
.05
2016
-17
98
7.74
Net profit(Rs crore)
2012
-13
21,4
58.6
4
2013
-14
23,7
57.1
9
2015
-16
13,3
77.6
1
2014
-15
25,7
27.8
1
2016
-17
14,1
35.9
7
Net worth(Rs crore)
22
2012
-13
77,9
26.0
7
2013
-14
84
,059
.69
2015
-16
18,1
78.2
4
2014
-15
88
,54
9.9
7
2016
-17
21,3
62.
84
Net fixed assets(Rs crore)
2012
-13
15
2013
-14
19
2015
-16
8
2014
-15
20
2016
-17
8
EBIDTA margin(%)
2012
-13
8
2013
-14
9
2015
-16
8
2014
-15
8
2016
-17
7
Return on assets(%)
2012
-13
3.22
2013
-14
3.0
3
2015
-16
1.4
1
2014
-15
3.25
2016
-17
1.4
2
Debt-equity ratio(x)
*Consolidated performance till FY2014-15 includes
performance of Adani Power, Adani Port & SEZ and Adani
Transmission. These businesses were demerged with effect
from 1st April 2015.
23
Adani Enterprises Limited 25th Annual Report 2016-17
Corporate social responsibility
Overview
AEL’s, corporate social responsibility (CSR) activities are central to its goal of nation-building. The company’s CSR activities are conducted through Adani Foundation, encouraging specialization, knowledge accretion and best practices. The activities of the foundation are also in line with Sustainable Development Goals and Millennium Development Goals of United Nations, extending beyond territorial boundaries, and directed towards the advancement of humankind.
The Adani Foundation relentlessly
works in empowering communities,
enhancing life quality and inspiring
the hope of a better future. The
Foundation perceives its role as an
‘enabler’ and ‘facilitator’, bridging the
gaps between existing opportunities
and potential beneficiaries, while
investing in new facilities and
infrastructure. This approach will
optimise community and individual
growth in a sustainable manner.
Adani’s activities cover four core
areas, covering virtually all aspects in
community transformation:
�� Education
�� Community Health
�� Sustainable Livelihood
�� Rural Infrastructure Development
Currently operational in 12 States,
Adani Foundation touches the lives of
4,00,000-plus families in 1,470 Indian
villages and towns. The foundation’s
footprint covers a range of operational
locations like Mundra, Ahmedabad,
Dhamra, Dahej, Hazira, Tiroda, Udupi,
Surguja, Kawai, Vizhinjam, Shimla,
Godda and Chhindwara. Adani’s
human-centric initiatives prioritize
sustainability, effectiveness and
transparency.
24
Focus area: EducationAdani Foundation observes a three-
pronged approach towards education:
�� Adani Vidya Mandir, directed
towards meritorious children of
economically challenged backgrounds.
�� Subsidised schools, providing quality
education at marginal costs.
�� Government-aided schools,
extending support to enhancing
infrastructure and learning.
Adani Vidya Mandir: Adani Vidya
Mandir is operational in Ahmedabad,
Bhadreshwar (Gujarat) and Surguja
(Chhattisgarh). The first Adani
Vidya Mandir was commissioned
in 2008 in Ahmedabad, with the
objective of providing economically
deprived children with free quality
education. The students are provided
with free transportation, uniform,
textbooks, notebooks and meals.
A number of community-based
programs and activities are organized,
which, coupled with a value-based
curriculum, help students acquire
academic capabilities while remaining
rooted to their family structures
and community values. The present
strength of Adani Vidya Mandir,
Ahmedabad, is 1,800 students.
The direct impact of AVM initiative is
on parents, siblings and students. The
indirect impact is on the neighbours
and their children. Parents feel proud
because their children are studying
in one of the best schools, getting
quality education and with ample
career growth opportunities. The
behavioural skills of most of the
children are substantially improved
and there is a gradual improvement
in subjects like math and science.
Children of neighbours are inspired
by AVM students and want to be
like them in terms of personality,
behaviour and spoken English. A long-
term impact is seen in students who
have graduated from AVM.
In the last academic year, the Adani
Vidya Mandir in Bhadreshwar,
comprised 394 students, out of
which 134 students belonged to the
fishing communities. Since most of
the students were first-generations
school-goers, there was a need to
sensitize parents on the importance
of education and ensure community
participation. Besides curricular,
co-curricular and extra-curricular
activities, the school provided
additional coaching for the students
taking the Board examinations.
The Foundation commissioned
Adani Vidya Mandir at Surguja
(Chhattisgarh) in 2013 to address
the educational needs of children of
project site workers. The school was
commissioned around the AVM model,
providing free quality education to
the region’s under-privileged children.
Some 461 students were enrolled in
the school in 2016-17.
Subsidized schools: Adani Foundation
provides subsidised quality education
to around 3,000 students through
Adani Public School in Mundra
(Gujarat), Adani Vidyalaya in Tiroda
(Maharashtra) and Kawai (Rajasthan),
Navchetan Vidyalaya in Junagam
(Gujarat) and Adani DAV Public School
in Dhamra (Odisha).
Adani Public School in Mundra
provides English-based education,
affiliated to the CBSE board. The
school was awarded the prestigious
International School Award by British
Council. The Foundation also set up
a subsidised school in the Dhamra
port hinterland (Odisha). Adani DAV
Public School, Dhamra, caters to 290
students out of which 80% students
are from local villages.
25
Adani Enterprises Limited 25th Annual Report 2016-17
Government-aided schools: Adani
Foundation supports 543 government
schools in the company’s region of
operation.
Under the ‘Joyful Learning’ initiative,
more than 2,500 children across
111 government primary schools in
villages in and around Mundra were
provided with ‘Enrolment Kits’. To
enhance learning, ‘Educational kits’
were provided to 6,200 students of 67
government schools in Udupi.
Adani Foundation adopted 47
government schools in Kawai with
the objective to enhance quality
education through interactive
activities. Essay competitions, slogan
and quiz competitions, coaching
classes for Jawahar Navodiya and 5S
training for teachers and students
were organised. Infrastructure
development, including the
construction of playgrounds and
toilets, was also carried out. ‘Pragna’
is an activity-based learning program
initiated in government schools
to enhance student retention and
holistic learning. Extending support
to Pragna, the Foundation provided
27 schools across Dahej and Hazira,
Gujarat, with material assistance.
52 government nurseries across 15
villages in Hazira were impacted.
44 e-learning kits were distributed
in government schools at Tiroda,
Maharashtra.
Disha, a career guidance programme
was initiated in order to support
meritorious students of standards
10 and 12 to pursue higher studies
through scholarship, coaching for
entrance exam and career guidance
workshops.
Project Udaan: Udaan is a learning-
based initiative focusing on creating
exposure for the youth of educational
institutes across Gujarat. Under this
project, a two-day exposure tour
is organized, wherein students are
given the opportunity to visit the
Adani Port, Adani Power and Adani
Wilmar facilities. The aim of the
project is to aid students in gaining
valuable insights into the working
of large businesses, which could
inspire them to dream big and explore
diverse career opportunities including
entrepreneurship. The project
was inspired by Mr. Gautam Adani,
Chairman of the Adani Group, whose
visits to Kandla port as a child inspired
him to build a world-class port. The
project impacted more than 1,91,000
students from 2,392 schools and
colleges. In 2016-17, 44,240 students
from 470 institutions visited the Adani
establishments in Mundra, Hazira,
Tirora, Kawai, Dhamra and Udupi.
Focus area: Community HealthAdani Foundation’s objective is to
provide ‘affordable and accessible
healthcare to all’. In line with
this vision, the Foundation has
commissioned mobile healthcare
units, rural clinics, health camps,
health cards, and various other
programmes.
GAIMS: The Foundation entered into
a public-private partnership with the
Gujarat government to commission
the Gujarat Adani Institute of Medical
Science in 2009. The Bhuj College
provides MBBS courses to more than
750 students.
Project SuPoshan: The Foundation
addresses malnutrition and anaemia
26
across women and children through
this initiative. Project SuPoshan
works with pregnant women,
lactating mothers, children of 0-5
years, adolescent girls and women
of reproductive age. SuPoshan has
been implemented at 10 operational
sites covering 232 villages and five
municipal wards.
The project appointed 194 Sanginis
(village health volunteers), building
their capacity for household surveys,
anthropometric measurements,
and identification of Severely
Acute Malnourishment (SAM) and
Moderate Acute Malnutrition (MAM).
Sanginis were also trained to conduct
focus group discussions and family
counselling sessions.
In 2016-17, 1,12,000 families were
sensitized, including 9,000 families
who were not a part of panchayat
records. More than 5061 focus
group discussions and 5,049 family
counselling sessions were conducted
covering 51,800 women and
adolescent girls. Some 148 children
were referred to government Child
Malnutrition Treatment Centres, of
which 120 are now in a healthy state.
SuPoshan initiated HB screening of
women and adolescent girls using the
non-invasive apparatus. Since October
2016, 8,933 women and 8,948
adolescent girls have been screened.
G.K. General Hospital: The teaching
hospital under GAIMS, G.K General
Hospital is a 750-bed multi-specialty
hospital and the largest operating
hospital in the Bhuj region. The
Foundation, through the G.K. General
Hospital and the Adani Hospital at
Mundra, provides health services to
around 2,00,000 patients each year,
completely free of cost.
Mobile healthcare units: Adani
Foundation’s 13 Mobile Health Care
Units (MHCUs) address more than
19,000 patients per month, and more
than 2,32,823 patients per year across
9 sites (Mundra, Sainj, Tiroda, Surguja,
Dahej, Dhamra, Godda, Udupi and
Kawai).
At Mundra and Bitta, the Foundation
operates two MHCUs, reducing
transit time, hardships and expenses
for patients in the region. In 2016-
17, 46,868 patients from 37 villages
and six fisher-folk settlements were
treated. In Tiroda, basic healthcare
services were provided across 17
villages (22 locations) near Adani
Power Maharashtra Limited, providing
44,847 free treatments. In the year
under review, 12 rural clinics set up
by the Foundation (11 in Mundra and
one in Shimla) provided approximately
73,903 free treatments to local
patients. The Dahej MHCU treated
20,597 patients in 2016-17.
Health camps: Adani Foundation’s
health camps comprise of primary
healthcare facilities and financial
assistance for neurological, heart,
kidney,stroke, paralysis and cancer
related ailment. The Foundation
conducted 58 plus camps providing
facilities in gynaecology, cataract
detection, HIV detection and general
health programs. Around 22,428
patients are treated annually through
Adani Foundation’s Health Camps.
Health cards: The Foundation provides
Health Cards to senior citizens, which
allow them to avail cashless medical
services at empanelled hospitals.
The project, Vadil Swasthya Yojana,
covered 7,487 senior citizens from
66 villages in Mundra and proximate
talukas. 9,367 OPD services were
availed by cardholders.
Rural clinics: Adani Foundation treats
around 73,903 patients each year at
its rural clinics. At Mundra, there are
12 rural clinics in 11 villages; in Sainj,
there is one full-fledged rural clinic;
in Surguja, the dispensary comprises
doctors, physiotherapists, lab
technicians and pharmacists coupled
with treatment facilities.
How Ishwar Dutt was curedIshwar Dutt suffered from chronic dermatitis. Dermatitis
is an ailment which is common amongst the farmers
coming into contact with cow-dung and mud. Ishwar
could not afford medication and hospital treatment.
A few years ago, Ishwar was introduced to Adani
Foundation’s Mobile Health Care Unit.
“Thanks to Adani Foundation’s Mobile Health Care
Units, I received medical facilities within my village, free
medicines and timely professional advice. Today, I am
cured!” he says.
27
Adani Enterprises Limited 25th Annual Report 2016-17
Focus area: Sustainable Livelihood DevelopmentAdani Foundation’s sustainable
livelihood program empowers
marginalized communities with
livelihood opportunities. The
Foundation builds social capital,
promotes self-help groups, preserves
traditional art and organizes
skill development programs. The
Foundation has empowered numerous
peasants and their families through
economic independence.
Adani Skill Development Centres:
Adani Skill Development Centre
(ASDC) is a not-for-profit organization
under the Adani Group Companies.
The youngest under the Adani Group,
the objective of the organization is
to create enabling environments in
which youth and women can enhance
their employability.
Saksham: The flagship initiative of
Adani Skill Development Centre, is
built around the vision of creating a
saksham India, where the youth are
capable of achieving their goals by
transforming into skilled professionals.
The objective is to bring world-class
skill development opportunities to
Indian youths, an opportunity they
would otherwise have no access to.
The SAKSHAM initiative functions
through partnerships with various
schemes under the Government of
India, and support from esteemed
corporates.
Under one initiative, SAKSHAM
mobilized candidates across
Gujarat who had prior training in
plumbing from government ITIs.
These candidates were further
trained by ASDC as gas technicians.
This specialised training in PNG
connections was carried out to
support the expansion of Adani Gas
Ltd.’s city-based gas grid network.
The program, entirely supported by
Adani Gas Ltd., provided candidates
with on-the-job work experience,
and a stipend. 23 skilled technicians
were successfully placed at Adani
Gas Ltd on the completion of the
training course. The initiative is being
expanded to 8 different locations in
India with support from Adani Gas Ltd.
and Indian Oil Adani Gas Pvt. Ltd.
In another initiative, Adani
Power Maharashtra Limited and
Adani Foundation facilitated
the establishment of Adani Skill
Development Centre at Tiroda. The
centre, inaugurated in December 2016,
provides training in two key roles:
electrician and welding. The centre
owns state-of-the-art training facilities
including Augmented Reality Training
Simulators for welding. SAKSHAM,
at Tiroda, supported 335 youth in
2017-18 through its Placement Linked
Training Program, with the support of
the Tribal Development Department of
the Government of Maharashtra, and a
Private Placement Consulting Firm.
SAKSHAM has also worked for
the empowerment of women.
Training in operating sewing
machines was provided to women
of Surguja (Chhattisgarh), Kawai
(Rajasthan), Dhamra (Odisha) and
Godda (Jharkhand). In Surguja, 350
candidates were trained in sewing
machine operation and fitter trade.
After completion of the training
program, the women were placed in
jobs. 100% of all fitter trade students
were placed. The students trained in
operating sewing machines were given
orders for stitching school uniforms
for Adani Vidya Mandir, Bhadreshwar,
Gujarat.
In Vizhinjam, Kerala, after a thorough
analysis of the skill sets of the local
youth, a pedagogic approach was
adopted in imparting three skilling
programs to the youth, namely,
employability skills, construction skills
How Sushilatai’s destiny changedSushilatai, 48, from Kawalewada village in Tiroda was
severely affected by a shortfall of rains. Their only
means of survival during summer was selling milk, which
was meagre to support a family of seven.
When Sushilatai heard about Adani Foundation and its
strong environmental activities, she sought its help for
a better future. She substituted her daily chores with
vermicomposting. She learned the process and started
making dant manjan (tooth paste) with cow dung ash.
One dant manjan made out of cow dung ash is enough
for complete oral care. Word spread. Her business
flourished under the wings of Adani Foundation and
today, she is a successful entrepreneur. Her dant manjan
and vermi-compost are highly popular.
“With Adani Foundation’s support, I started a second
vermi-compost unit. This has improved my financial
status and boosted my self-confidence,” she says.
28
and livelihood or entrepreneurship
skills. The Hon’ble Minister of Ports,
Shri Ramachandran Kadannappalli,
formally launched the Skill
Development Program at Vizhinjam
on 23rd November, 2016. Some 708
candidates have been impacted since
the inception of the program.
The State Urban Development
Authority, Government of Madhya
Pradesh, under its National Urban
Livelihood Mission, selected to partner
Adani Skill Development Centre to
provide Placement-Linked Training
Programs in the electrician trade to
400 local youths.
Adani Skill Development Centre aims
at making 3,00,000 Indian youths
saksham by 2022. ASDC signed
an MoU with the National Skill
Development Corporation (NSDC) in
the presence of Hon’ble Prime Minister
of India, Shri Narendra Modi and Shri
Rajiv Pratap Rudy (Hon’ble Minister
of State Skill Development and
Entrepreneurship) on 19th December,
2016. ASDC also signed an MoU with
the Government of Gujarat on 12th
January 2017 during Vibrant Gujarat
8th Global Summit 2017, in order to
establish 2 Skill Development Centres
in Gujarat. ASDC is working in phases
to set up Skill Development Centres
across the nation. As part of the first
phase, skill development centres will
be set by 2017 in Ahmedabad, Mundra,
Surat, Tiroda, Surguja, Vizhinjam,
Indore and Bhopal.
In 2016-17, Adani Skill Development
Centre provided training to a total of
2,986 youths. Some 1,000 candidates
were mobilized for skill training in, the
First Quarter of 2017-18.
Fisher-folk communities: The
Foundation introduced mangrove
nursery development and plantation
programmes to generate alternative
income sources for fisher-folk
during the non-fishing season. The
community members were trained
in mangrove nursery development
and plantation and moss cleaning,
among others. The programme
generated 3,316 person-days of
work. This programme also ensured
environmental sustainability. The
Foundation distributed fishing nets,
ropes, buoys, ice-boxes, crates,
weighing scales, anchors and solar
lights, among others, to facilitate
livelihoods. The Foundation supported
42 Pagadiya fishermen through
painting, which ensured 5,068 person-
days of employment. The Foundation
actively worked with Mundra fisher-
folk through community engagement
activities. A cricket tournament (Adani
Premier League) was organised; 44
teams of 12 villages and 528 fisher
folks participated.
Women’s empowerment: The
Foundation transformed women
from rural areas in Mundra into
entrepreneurs through vocational
training. Around 90 women were
trained in preparing washing powder,
phenyl, utensil cleaning liquids and
hand wash among other household
necessities. The women started
Saheli Mahila Gruh Udyog shop in
Shantivan Colony (Mundra), reporting
a surplus. Till date the group has
annual turnover of H3.70 lacs. The
Foundation commissioned women’s
self-help groups in Mundra, Hazira,
Surguja and Dhamra. In Hazira, Project
Upahaar helped women launch
canteen services. In Dhamra, the
SHGs manufactured agarbattis, paddy
crafts and papad. In Surguja, Project
Unnayan helped SHG women start
apparel making enterprises.
Farmer support and animal husbandry:
The Foundation collaborated with
the Krishi Vigyan Kendra, taking 30
farmers from five Mundra villages
on a tour to enhance agriculture
technology awareness like; organic
farming and biogas bottling plant.
Some 2000 farmers from 42 Tiroda
region villages implemented System of
Rice Intensification across 4155 acres.
The Foundation trained them in low-
water, labour-intensive and organic
methods. The Foundation supported
farmers with five kilograms of paddy
(Siri NP - 405) seeds and 50 kilograms
of vermicompost while promoting
organic paddy cultivation. In Tiroda,
SRI helped these farmers reduce
cultivation costs.
29
Adani Enterprises Limited 25th Annual Report 2016-17
The Foundation empowers rural
communities in developing
infrastructure and resources,
increasing livelihoods and providing
sanitation access. Recognizing the
government as the key player in the
provision of basic infrastructure
facilities, the Foundation endeavours
to bridge implementation gaps and
facilitate greater responsiveness to
basic requirements.
Fisher-folk community: Under the
Fisherman Housing Programme,
shelters were constructed for fisher-
folk residing near the coastline. Some
110 shelters were refurbished and
handed over to fisher-folk families at
Juna Bandar. 230 individual toilets
constructed for fisherman vasahats/
settlements.
Water resourcefulness: Water
quality and access are major rural
challenges. The Foundation initiated
the construction of check-dams and
ponds in addition to stream-deepening
in Mundra and Tiroda. This year, 39
ponds were deepened, 21 streams
were cleaned and 21 farm ponds work
was carried out in 43 villages of Tiroda
helping recharge the ground water.
Focus area: Rural Infrastructure Development
30
The initiative increased the capacity
of water storage to 2.44 lacs cubic
meters. Water level was increased in
924 wells and 387 bore wells. 3,012
acres land (1,224 farmers) will be
irrigated. Similarly, pond deepening
in Dhrub & Mota Bhadiya village
and earthen bund was constructed
across the river at Baroi and Bhujpur
of Mundra area. A model talab was
deepened and constructed at village
Antana in Kawai which increased
water capacity 54 TCM.
Potable water: The Foundation
commissioned reverse osmosis plants
in schools and villages. In Belapur,
2,500 people were provided access to
clean water at a purification rate of
1,000l/hr. An underground reservoir in
Lakhigam Village was constructed to
facilitate water supply.
Education infrastructure: The
Foundation constructed assembly
halls, computer labs and spaces for
mid-day meals in Adani Vidya Mandirs
and 26 schools. At Dhamra, Adani
Foundation decided to develop a new
school building to facilitate Adani
DAV Public School with proper and
adequate infrastructure. A school
building measuring 3,501 square metre
at an estimated cost of H17.28 crores is
nearing completion.
At Salhi, Adani Foundation, supported
by AEL, constructed a new school
building for Adani Vidya Mandir
measuring 3,783 square metre at an
estimated cost of H11.50 crores.
Health infrastructure: The Foundation
helped increase hygiene-related
awareness among rural communities.
People were sensitized about the
ill-effects of open defecation;
villagers were motivated to achieve
‘Nirmal Gram’ - a spotless village. The
Foundation worked with more than 26
villages in arranging 100% household
toilet coverage, constructed 454
household and school toilets
benefiting 2,403 people.
Special Project
Project Swachhagraha: Swachhagraha
(inspired by Gandhiji’s Satyagraha
Movement and the government’s
Swachh Bharat Abhiyan) promotes
a ‘culture of cleanliness’ among
the youth. This initiative, in
collaboration with our knowledge and
implementation partner for the project
Centre for Environment Education
(CEE), has expanded into six cities
across Gujarat (Ahmedabad, Surat,
Vadodara, Rajkot, Bhuj and Anand)
and three towns (Mundra, Jasdan and
Vidyanagar).
During the last year, the campaign
became operational in more than
650 schools, creating 13,500 active
Swachhagrahis and over 1,350 Preraks
in Gujarat. The awareness program
reached 3,25,000 students; the
community outreach touched more
than 1,50,000 individuals. More than
70 schools across 15 states are now
implementing Swachhagraha.
Innovative campaigns that helped
popularize this initiative comprised
‘Selfie with Safaike Sitare’,
Swachhagraha pledge campaign at
Fun Street, street plays by 81 schools,
online campaign ‘Gandagi se Azadi’
and ‘Swachhagraha Ke Reporters’.
Swachhagraha reached over 8 lac
users on social media. A 70-day
Swachhagraha campaign over Radio
Mirchi, Ahmedabad, reached more
than 30 lacs listeners. Swachhagraha
also featured on the UNESCO Green
Initiative website. Swachhagraha
plans to go national in 2017-18,
expanding operations across 11 more
States.
31
Adani Enterprises Limited 25th Annual Report 2016-17
Adani Enterprises Limited | 25th Annual Report 2016-17
25th ANNUAL REPORT 2016-17COMPANY INFORMATIONBOARD OF DIRECTORSMr. Gautam S. Adani, Chairman Mr. Rajesh S. Adani, Managing DirectorMr. Ameet H. Desai, Executive Director & CFOMr. Pranav Adani, DirectorMr. Vasant S. AdaniMr. Anil Ahuja (upto 31st May, 2017)Mr. Hemant NerurkarMr. Berjis DesaiMr. V. Subramanian (w.e.f. 22nd August, 2016)Mrs. Vijaylaxmi Joshi (w.e.f. 2nd December, 2016)
COMPANY SECRETARYMr. Jatin Jalundhwala
AUDITORSM/s. Dharmesh Parikh & Co. Chartered AccountantsAhmedabad
REGISTERED OFFICE "Adani House", Nr. Mithakhali Six Roads, Navrangpura, Ahmedabad-380009, Gujarat (INDIA)CIN : L51100GJ1993PLC019067
BANKERSState Bank of India ICICI Bank Limited Axis Bank Limited Standard Chartered Bank YES Bank Limited Bank of Maharashtra HDFC Bank Limited IDBI Bank Limited Canara Bank IndusInd Bank Limited RBL Bank Limited Vijaya BankCentral Bank of IndiaIDFC Bank LimitedBank of IndiaEXIM Bank
REGISTRAR AND TRANSFER AGENTM/s. Link Intime India Private Limited5th Floor, 506 to 508, Amarnath Business Centre – 1 (ABC-1), Beside Gala Business Centre,Nr. St. Xavier’s College Corner, Off C G Road, Navrangpura, Ahmedabad – 380009Tel: +91-79-26465179
CONTENTSDirectors’ Report ................................................................................34
Management Discussion and Analysis Report .............................63
Corporate Governance Report .......................................................70
Business Responsibility Report ...................................................... 89
Independent Auditors’ Report ........................................................ 99
Balance Sheet ................................................................................. 106
Statement of Profit and Loss ........................................................ 107
Cash Flow Statement .................................................................... 109
Notes to Financial Statements ...................................................... 111
Independent Auditors’ Report on Consolidated Financial Statements ...................................................................... 173
Consolidated Balance Sheet ......................................................... 178
Consolidated Statement of Profit and Loss ............................... 179
Consolidated Cash Flow Statement ............................................182
Notes to Consolidated Financial Statements ........................... 184
Salient features of the financial statements of Subsidiaries /associate / joint ventures .......................................257
Notice ................................................................................................264
IMPORTANT COMMUNICATION TO MEMBERSThe Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the companies and has issued circulars stating that service of notice / documents including Annual Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure, members who have not registered their e-mail addresses, so far, are requested to register their e-mail addresses, in respects of electronic holding with the Depository through their concerned Depository Participants.
33
Dear Shareholders,
(H in crores)
Particulars Consolidated Results Standalone Results
2016-17 2015-16 2016-17 2015-16
FINANCIAL RESULTS
Total Revenue 38,056.44 35,130.66 9,282.18 9,126.50
Total Expenditure other than Financial Costs and Depreciation 34,966.05 32,341.61 8,025.66 7,855.77
Profit before Depreciation, Finance Costs and Tax 3,090.39 2,789.05 1,256.52 1,270.73
Finance Costs 1,572.74 1,356.99 791.71 717.14
Depreciation, Amortization and Impairment Expense 640.00 314.45 78.86 79.36
Profit / (Loss) for the year before Exceptional Items and Tax 877.65 1,117.61 385.95 474.23
Add / (Less) Exceptional Items 26.95 (61.83) - 41.73
Profit / (Loss) for the year before Taxation 904.60 1,055.78 385.95 515.96
Total Tax Expenses 96.88 77.94 164.31 (4.15)
Net Profit / (Loss) for the year 807.72 977.84 221.64 520.11
Add / (Less) Share in Joint Venture & Associates 117.53 21.99 - -
Net Profit / (Loss) after Joint Venture & Associates (A) 925.25 999.83 221.64 520.11
Add / (Less) Other Comprehensive Income (after tax) classified
to Reserve & Surplus (B)(1.84) (1.25) 0.46 0.67
Add / (Less) Other Comprehensive Income (after tax) classified
to Foreign Currency Translation Reserve
(230.52) 495.00 - -
Total Comprehensive Income for the year 692.89 1,493.58 222.10 520.78
Add / (Less) Share of Minority Interest (C) 62.38 10.89 - -
Net Profit / (Loss) for the year after Minority Interest (A+B+C) 985.79 1,009.47 222.10 520.78
APPROPRIATIONS
Net Profit / (Loss) for the year after Minority Interest (A+B+C) 985.79 1,009.47 222.10 520.78
Balance brought forward from previous year Profit / (Loss) 9,959.75 9,091.42 2,112.97 1,800.22
Add / (Less) : On account of Consolidation Adjustments (4.73) 77.31 - -
Amount available for appropriations 10,940.81 10,178.20 2,335.07 2,321.00
Less : Appropriations
Proposed Dividend on Equity Shares - 197.96 - 197.96
Tax on Dividend (Including surcharge) (net of credit) - 10.49 - 0.07
Transfer to General Reserve 10.00 10.00 10.00 10.00
Balance carried to Balance Sheet 10,930.81 9,959.75 2,325.07 2,122.97
Your Directors are pleased to present the 25th Annual Report along with the audited financial statements of your Company for
the financial year ended on 31st March, 2017.
Financial Performance Summary The summarized financial highlight is depicted below:
Note – The financial results of the Company have been prepared in accordance with the Indian Accounting Standards (IND AS)
w.e.f. 1st April, 2016. Consequently, the results for the previous period have also been restated as per IND AS.
There are no material changes and commitments affecting the financial position of the Company between the end of the
financial year and the date of this report.
DIRECTORS’ REPORT
34
Adani Enterprises Limited | 25th Annual Report 2016-17
Performance of your CompanyConsolidated Financial Results: The audited consolidated financial statements of your
Company as on 31st March, 2017, prepared in accordance
with the relevant applicable IND AS and Regulation 33 of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”) and provisions
of the Companies Act, 2013, forms part of this Annual Report.
The key aspects of your Company’s consolidated performance
during the financial year 2016-17 are as follows:
Operational Highlights: Coal Trading volumes grew by 4% to 80.84 Million Metric
Tons (“MMT”).
Coal Mine Development and Operations volumes grew by
33% to 7.33 MMT.
Renewable Power Generation was 787.12 Million Units of
KWh.
City Gas Distribution volumes was up by 7% to 408.45
Million Metric Standard Cubic Meters (“MMSCM”).
Financial Highlights: Consolidated total revenue from operations for FY 17 was
` 38,056.44 Crore.
Consolidated EBIDTA for FY 17 was ` 3,090.39 Crore.
Consolidated PAT for FY 17 stood at ` 985.79 Crore.
Standalone Financial Results :On standalone basis, your Company registered total revenue
of ` 9,282.18 Crore and PAT of ` 221.64 Crore.
The detailed operational performance of your Company
has been comprehensively discussed in the Management
Discussion and Analysis Report which forms part of this
Report.
Dividend Your Directors have recommended a dividend of 40%
(`0.40 per Equity Share of ` 1 each) on the Equity Shares
out of the profits of the Company for the financial year
2016-17. The said dividend, if approved by the shareholders,
would involve a cash outflow of ` 52.95 Crore including tax
thereon.
Transfer to ReservesThe Company proposes to transfer ` 10 crore to the General
Reserve out of the amount available for appropriation.
Fixed DepositsDuring the year under review, your Company has not accepted
any fixed deposits within the meaning of Section 73 of the
Companies Act, 2013 and the rules made there under.
Non-Convertible DebenturesDuring the year under review, your Company has issued
1,500 Rated, Listed, Taxable, Secured, Redeemable,
Non-Convertible Debentures (NCDs) having face value of ̀ 10
Lakhs each aggregating to ̀ 150 Crore on a private placement
basis listed on the Wholesale Debt Market Segment of the
BSE Limited.
Particulars of Loans, Guarantees or InvestmentsDuring the year under review, your Company has made loans,
given guarantees, provided securities and made investments
in compliance with Section 186 of the Companies Act,
2013. The said details are given in the notes to the financial
statements.
Subsidiaries, Joint Ventures, Associate Companies and LLPsDuring the year under review, the following changes
have taken place in Subsidiaries, Joint Venture, Associate
Companies and LLPs:-
Subsidiary companies and LLPs formed/acquired1. Adani-Elbit Advanced Systems India Limited
2. Adani Cementation Limited
3. Adani Agri Logistics (Kannauj) Limited (Subsidiary of the
Adani Agri Logistics Limited (AALL), which is a subsidiary
of the Company)
4. Adani Agri Logistics (Panipat) Limited (Subsidiary of the
AALL, which is a subsidiary of the Company)
5. Adani Agri Logistics (Raman) Limited (Subsidiary of the
AALL, which is a subsidiary of the Company)
6. Adani Agri Logistics (Moga) Limited (Subsidiary of the
AALL, which is a subsidiary of the Company)
35
7. Adani Agri Logistics (Barnala) Limited (Subsidiary of the
AALL, which is a subsidiary of the Company)
8. Adani Agri Logistics (Nakodar) Limited (Subsidiary of the
AALL, which is a subsidiary of the Company)
9. Adani Agri Logistics (Mansa) Limited (Subsidiary of the
AALL, which is a subsidiary of the Company)
10. Adani Agri Logistics (Bathinda) Limited (Subsidiary of
the AALL, which is a subsidiary of the Company)
11. Urja Maritime Inc (Subsidiary of the Adani Shipping Pte.
Ltd., which is a step down subsidiary of the Company)
12. Adani Infrastructure Private Limited
13. Adani Tradewing LLP
14. Adani Commodities LLP
15. Adani Tradex LLP
16. Adani Tradecom LLP
17. Adani Renewable Power LLP (Subsidiary of Adani Green
Energy Limited which is a subsidiary of the Company)
Cessation of Subsidiary companies List of companies which have ceased as subsidiaries of the
Company –
1. PT Mundra Coal
2. Adani Bunkering Pte. Ltd
Cessation of Associate companies List of companies which have ceased as associates of the
Company –
1. Adani Kandla Bulk Terminal Private Limited
2. Adani Murmugao Port Terminal Private Limited
Pursuant to the provisions of Section 129, 134 and 136 of
the Companies Act, 2013 read with rules framed thereunder
and Regulation 33 of the SEBI Listing Regulations, the
Company had prepared consolidated financial statements of
the Company and its subsidiaries and a separate statement
containing the salient features of financial statement of
subsidiaries, joint ventures and associates in Form AOC-1
which forms part of this Annual Report.
The annual financial statements and related detailed
information of the subsidiary companies shall be made
available to the shareholders of the holding and subsidiary
companies seeking such information on all working days
during business hours. The financial statements of the
subsidiary companies shall also be kept for inspection by
any shareholder/s during working hours at the Company’s
registered office and that of the respective subsidiary
companies concerned. In accordance with Section 136 of
the Companies Act, 2013, the audited financial statements,
including consolidated financial statements and related
information of the Company and audited accounts of
each of its subsidiaries, are available on our website,
www.adanienterprises.com. Details of developments of
subsidiaries of the Company are covered in the Management’s
Discussion and Analysis Report which forms part of this Report.
Directors and Key Managerial PersonnelMr. V. Subramanian (DIN: 00357727) and Mrs. Vijaylaxmi Joshi
(DIN: 00032055) were appointed as Additional Directors
of the Company w.e.f 22nd August, 2016 and 2nd December,
2016, respectively to hold office upto the ensuing Annual
General Meeting. The Company has received notices from a
member proposing appointment of Mr. V. Subramanian and
Mrs. Vijaylaxmi Joshi as Directors of the Company.
In accordance with the provisions of Section 149 of the
Companies Act, 2013, Mr. V. Subramanian and Mrs. Vijaylaxmi
Joshi are being appointed as Independent Directors to hold
office as per their tenure of appointment mentioned in
the Notice of the ensuing Annual General Meeting of the
Company.
Pursuant to the provisions of Section 149 of the Act,
which came into effect from 1st April, 2014, Mr. Anil Ahuja,
Mr. Berjis Desai and Mr. Hemant M. Nerurkar were appointed
as Independent Directors at the Annual General Meeting of
the Company held on 9th August, 2014 and 10th August, 2016.
The terms and conditions of appointment of Independent
Directors are as per Schedule IV of the Act. The Company
has received declarations from all the Independent Directors
of the Company confirming that they meet with the criteria
of independence as prescribed both under sub-section (6)
of Section 149 of the Companies Act, 2013 and the SEBI
Listing Regulations and there has been no change in the
circumstances which may affect their status as independent
director during the year.
Pursuant to the requirements of the Companies Act, 2013 and
Articles of Association of the Company, Mr. Rajesh S. Adani
(DIN: 00006322) and Mr. Pranav Adani (DIN: 00008457) are
liable to retire by rotation and being eligible offer themselves
for re-appointment.
36
Adani Enterprises Limited | 25th Annual Report 2016-17
The Board recommends the appointment/re-appointment of
above directors for your approval.
Brief details of Directors proposed to be appointed/
re-appointed as required under Regulation 36 of the SEBI
Listing Regulations are provided in the Notice of Annual
General Meeting.
During the year under review, Dr. Ravindra H. Dholakia
(DIN: 00069396), resigned from the directorship of the
Company with effect from 24th May, 2016 due to his
pre-occupation. The Board places on record its sincere
appreciation for the valuable contribution and guidance
rendered by Dr. Ravindra H. Dholakia during his tenure with
the Company.
Directors’ Responsibility StatementPursuant to Section 134(5) of the Companies Act, 2013, the
Board of Directors, to the best of their knowledge and ability,
state the following:
a. that in the preparation of the annual financial
statements, the applicable accounting standards have
been followed along with proper explanation relating to
material departures, if any;
b. that such accounting policies have been selected and
applied consistently and judgement and estimates have
been made that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company as at 31st Mach, 2017 and of the profit of the
Company for the year ended on that date;
c. that proper and sufficient care has been taken for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d. that the annual financial statements have been prepared
on a going concern basis;
e. that proper internal financial controls were in place
and that the financial control were adequate and were
operating effectively;
f. that proper systems to ensure compliance with the
provisions of all applicable laws were in place and were
adequate and operating effectively.
Number of Board MeetingsThe Board of Directors met 4 (four) times during the
year under review. The details of board meetings and the
attendance of the Directors are provided in the Corporate
Governance Report which forms part of this report.
Independent Directors’ MeetingThe Independent Directors met on 14th February, 2017,
without the attendance of Non-Independent Directors and
members of the Management. The Independent Directors
reviewed the performance of non-independent directors and
the Board as a whole; the performance of the Chairperson
of the Company, taking into account the views of Executive
Directors and Non-Executive Directors and assessed the
quality, quantity and timeliness of flow of information
between the Company Management and the Board that
is necessary for the Board to effectively and reasonably
perform their duties.
Board EvaluationThe Board adopted a formal mechanism for evaluating
its performance and as well as that of its Committees and
individual Directors, including the Chairman of the Board.
The exercise was carried out through a structured evaluation
process covering various aspects of the Boards functioning
such as composition of the Board & committees, experience &
competencies, performance of specific duties & obligations,
contribution at the meetings and otherwise, independent
judgment, governance issues etc.
Policy on Directors’ Appointment and RemunerationThe Company’s policy on directors’ appointment and
remuneration and other matters provided in Section 178(3) of
the Companies Act, 2013 is made available on the Company’s
website (http://www.adanienterprises.com/investors/investor-
download).
Internal Financial Control system and their adequacyThe details in respect of internal financial control and their
adequacy are included in the Management and Discussion &
Analysis, which forms part of this report.
Risk ManagementThe Board of the Company has formed a risk management
committee to frame, implement and monitor the risk
management plan for the Company. The committee is
37
responsible for reviewing the risk management plan and
ensuring its effectiveness. The audit committee has
additional oversight in the area of financial risks and controls.
Committees of the BoardDetails of various committees constituted by the Board of
Directors as per the provision of the SEBI Listing Regulations
and the Companies Act, 2013 are given in the Corporate
Governance Report which forms part of this report.
Corporate Social ResponsibilityThe Company has constituted a Corporate Social
Responsibility (CSR) Committee and has framed a CSR
Policy. The brief details of CSR Committee are provided in
the Corporate Governance Report. The Annual Report on
CSR activities is annexed to this Report. The CSR Policy is
available on the website (http://www.adanienterprises.com/
investors/investor-download) of the Company.
Corporate Governance and Management Discussion and Analysis ReportSeparate reports on Corporate Governance compliance and
Management Discussion and Analysis as stipulated by the
SEBI Listing Regulations forms part of this Annual Report
along with the required Certificate from Statutory Auditors
of the Company regarding compliance of the conditions of
Corporate Governance as stipulated.
In compliance with Corporate Governance requirements
as per the SEBI Listing Regulations, your Company has
formulated and implemented a Code of Business Conduct
and Ethics for all Board members and senior management
personnel of the Company, who have affirmed the compliance
thereto.
Business Responsibility ReportThe Business Responsibility Report for the year ended
31st March, 2017 as stipulated under Regulation 34 of the
SEBI Listing Regulations is annexed and forms part of this
Annual Report.
Prevention of Sexual Harassment at WorkplaceAs per the requirements of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act, 2013
and rules made thereunder, your Company has constituted
Internal Complaints Committee (ICC) which is responsible
for redressal of complaints related to sexual harassment.
During the year under review, there were no complaints
pertaining to sexual harassment.
Extract of Annual ReturnThe details forming part of the extract of the Annual Return
in Form MGT-9 are annexed to this Report as Annexure-A.
Related Party TransactionsAll related party transactions entered into by the Company
during the financial year were on an arm’s length basis and
were in the ordinary course of business. Your Company had
not entered into any transactions with related parties which
could be considered material in terms of Section 188 of the
Companies Act, 2013. Accordingly, the disclosure of related
party transactions as required under Section 134(3)(h) of the
Companies Act, 2013 in Form AOC - 2 is not applicable.
Significant and Material Orders passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status of the CompanyThere are no significant and material orders passed by the
Regulators or Courts or Tribunals which would impact the
going concern status and the Company’s future operations.
InsuranceYour Company has taken appropriate insurance for all assets
against foreseeable perils.
Auditors & Auditors’ ReportPursuant to the provisions of Section 139 of the Companies
Act, 2013, read with the Companies (Audit and Auditors)
Rules, 2014, the term of M/s. Dharmesh Parikh & Co.,
Chartered Accountants (Firm Registration No.: 112054W),
Statutory Auditors of the Company expires at the conclusion
of the ensuing Annual General Meeting of the Company.
The Notes to the financial statements referred in the
Auditors Report are self-explanatory and therefore do not
call for any comments under Section 134 of the Companies
Act, 2013. The Auditors’ Report is enclosed with the financial
statements in this Annual Report.
The Board of Directors of the Company at their meeting
held on 24th May, 2017, on the recommendation of the
Audit Committee, have recommended the appointment
38
Adani Enterprises Limited | 25th Annual Report 2016-17
of M/s. Shah Dhandharia & Co., Chartered Accountants
(Firm Registration No. 118707W), as the Statutory Auditors
of the Company to the Members at the 25th Annual General
Meeting of the Company for an initial term of 5 years.
Accordingly, a resolution, proposing appointment of M/s. Shah
Dhandharia & Co., Chartered Accountants, as the Statutory
Auditors of the Company for a term of five consecutive years
i.e. from the conclusion of 25th Annual General Meeting till the
conclusion of 30th Annual General Meeting of the Company
pursuant to Section 139 of the Companies Act, 2013, forms
part of the Notice calling 25th Annual General Meeting of
the Company. In this regard, the Company has received a
certificate to the effect that they satisfy the criteria provided
under Section 141 of the Act and that the appointment, if
made, shall be in accordance with the applicable provisions
of the Act and rules framed thereunder.
Secretarial Audit ReportPursuant to the provisions of Section 204 of the Companies
Act, 2013 and the rules made thereunder, the Company
has re-appointed Mr. Ashwin Shah, Practicing Company
Secretary to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report for FY 2016-17 is annexed,
which forms part of this report as Annexure-B. There were
no qualifications, reservation or adverse remarks given by
Secretarial Auditors of the Company.
Cost Audit ReportYour Company has appointed M/s. K V Melwani & Associates,
Practicing Cost Accountants to conduct audit of cost records
of Mining Activities of the Company for the year 31st March,
2018. The Cost Audit Report for the year 2015-16 was filed
before the due date with the Ministry of Corporate Affairs.
Particulars of EmployeesThe information required under Section 197 of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are
provided in separate annexure forming part of this Report as
Annexure-C.
The statement containing particulars of employees as
required under Section 197 of the Companies Act, 2013
read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, will
be provided upon request. In terms of Section 136 of the
Companies Act, 2013, the Report and Accounts are being
sent to the Members and others entitled thereto, excluding
the information on employees’ particulars which is available
for inspection by the members at the Registered Office of
the Company during business hours on working days of the
Company. If any member is interested in obtaining a copy
thereof, such Member may write to the Company Secretary
in this regard.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies Act,
2013 read with Rule 8 of The Companies (Accounts) Rules,
2014, as amended from time to time is annexed to this Report
as Annexure-D.
AcknowledgmentYour Directors are highly grateful for all the guidance, support
and assistance received from the Government of India,
Government of Gujarat, Financial Institutions and Banks.
Your Directors thank all shareholders, esteemed customers,
suppliers and business associates for their faith, trust and
confidence reposed in the Company.
Your Directors also wish to place on record their sincere
appreciation for the dedicated efforts and consistent
contribution made by the employees at all levels, to ensure
that the Company continues to grow and excel.
For and on behalf of the Board of Directors
Gautam S. Adani
Place : Ahmedabad Executive Chairman
Date : 24th May, 2017 (DIN: 00006273)
39
*******************
Annexure – A to the Directors’ Report
I. Registration and Other Details:
CIN : L51100GJ1993PLC019067
Registration Date : 2nd March, 1993
Name of the Company : Adani Enterprises Limited
Category / Sub-Category of the Company : Company limited by shares
Address of the Registered office and contact details : Adani House, Nr. Mithakhali Six Roads,
Navrangpura, Ahmedabad-380009,
Gujarat, India
Phone No. +91-79-26565555
Whether listed company : Yes
Name, Address and Contact details of Registrar and Transfer
Agent, if any
: M/s. Link Intime India Private Limited
5th Floor, 506 to 508, Amarnath Business
Centre – 1 (ABC-1), Beside Gala Business Centre,
Nr. St. Xavier’s College Corner, Off C G Road,
Navrangpura, Ahmedabad – 380009
Tel: +91-79- 26465179
Email : [email protected]
II. Principal Business Activities of the Company: All the business activities contributing 10% or more of the total turnover of the company shall be stated:
Name and description of main Products/Services NIC Code of the Product/service
% to total turnover of the Company
Wholesale trade Service – Coal Trading 46610 46.02%
Power Trading 35105 22.51%
Coal Mining 05103 10.06%
III. Particulars of Holding, Subsidiary, Associate Companies and LLPs:
Sr No
Name and address of the Company / LLP
CIN/GLN/LLPIN Holding/ Subsidiary/ Associate
% of stake held*
Applicable Section
1. Adani Energy LimitedAdani House, Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009
U40200GJ2001PLC040160 Subsidiary 100 2(87)
2. Adani Welspun Exploration LimitedAdani House, Near Mithakhali, Six Roads, Navrangpura, Ahmedabad - 380 009
U40100GJ2005PLC046554 Subsidiary 65 2(87)
3. Natural Growers Private Limited601, 6th Floor, Hallmark Business Plaza, Opp. Guru Nanak Hospital, Bandra (East), Mumbai - 400051
U74999MH2008PTC185990 Subsidiary 100 2(87)
Form No. MGT-9EXTRACT OF ANNUAL RETURN
as on the financial year ended 31st March, 2017[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the
Companies (Management and Administration) Rules, 2014]
40
Adani Enterprises Limited | 25th Annual Report 2016-17
Sr No
Name and address of the Company / LLP
CIN/GLN/LLPIN Holding/ Subsidiary/ Associate
% of stake held*
Applicable Section
4 Adani Gas Holdings Limited
(Formerly Mundra LNG Limited)
Adani House, Shrimali Society,
Mithakhali Six Road, Navarangpura,
Ahmedabad – 380 009
U11200GJ2010PLC062148 Subsidiary 100 2(87)
5 Chendipada Collieries Private Limited
10th Floor, Shikhar, Nr. Adani House,
Mithakhali Circle, Navrangpura,
Ahmedabad - 380 009
U10200GJ2010PTC062625 Subsidiary 100 2(87)
6 Adani Synenergy Limited
Adani House, Nr. Mithakhali Six Roads,
Navrangpura, Ahmedabad - 380 009
U40106GJ2014PLC078744 Subsidiary 100 2(87)
7 Adani Green Energy Limited
Adani House, Nr. Mithakhali Six Roads,
Navrangpura, Ahmedabad - 380 009
U40106GJ2015PLC082007 Subsidiary 51 2(87)
8 Adani Green Energy (Tamilnadu)
Limited
Adani House, Nr. Mithakhali Six Roads,
Navrangpura, Ahmedabad - 380 009
U40300GJ2015PLC082578 Subsidiary 100 2(87)
9 Adani Renewable Energy Park Limited
Adani House, Nr. Mithakhali Six Roads,
Navrangpura, Ahmedabad - 380 009
U40106GJ2015PLC082625 Subsidiary 51 2(87)
10 Adani Renewable Energy Park
(Gujarat) Limited
Adani House, Nr. Mithakhali Six Roads,
Navrangpura, Ahmedabad - 380 009
U40106GJ2015PLC082724 Subsidiary 100 2(87)
11 Adani Pench Power Limited
Adani House, Nr. Mithakhali Six Roads,
Navrangpura, Ahmedabad – 380 009
U40100GJ2009PLC058171 Subsidiary 100 2(87)
12 Kutchh Power Generation Limited
Adani House, Nr. Mithakhali Six Roads,
Navrangpura, Ahmedabad – 380 009
U40100GJ2009PLC057562 Subsidiary 100 2(87)
13 Adani Power Dahej Limited
Adani House, Nr. Mithakhali Six Roads,
Navrangpura, Ahmedabad – 380 009
U40100GJ2006PLC047672 Subsidiary 100 2(87)
14 Adani Agri Fresh Limited
Adani House, Nr. Mithakhali Six Roads,
Navrangpura, Ahmedabad – 380 009
U63022GJ2004PLC045143 Subsidiary 100 2(87)
15 Adani Agri Logistics Limited
Adani House, Nr. Mithakhali Six Roads,
Navrangpura, Ahmedabad – 380 009
U63090GJ2005PLC045356 Subsidiary 100 2(87)
16 Adani Agri Logistics (MP) Limited Adani House, Nr. Mithakhali Six Roads, Navrangpura, Ahmedabad – 380 009
U74120GJ2014PLC079278 Subsidiary 100 2(87)
41
Sr
No
Name and address of the Company / LLP
CIN/GLN/LLPIN Holding/
Subsidiary/
Associate
% of stake held*
Applicable
Section
17 Adani Agri Logistics (Dewas) Limited
Adani House, Nr. Mithakhali Six Roads,
Navrangpura, Ahmedabad – 380 009
U63090GJ2014PLC079629 Subsidiary 100 2(87)
18 Adani Agri Logistics (Harda) Limited
Adani House, Nr. Mithakhali Six Roads,
Navrangpura, Ahmedabad – 380 009
U63023GJ2014PLC079601 Subsidiary 100 2(87)
19 Adani Agri Logistics (Hoshangabad)
Limited
Adani House, Nr. Mithakhali Six Roads,
Navrangpura, Ahmedabad – 380 009
U63000GJ2014PLC079611 Subsidiary 100 2(87)
20 Adani Agri Logistics (Satna) Limited
Adani House, Nr. Mithakhali Six Roads,
Navrangpura, Ahmedabad – 380 009
U63000GJ2014PLC079612 Subsidiary 100 2(87)
21 Adani Agri Logistics (Ujjain) Limited
Adani House, Nr. Mithakhali Six Roads,
Navrangpura, Ahmedabad – 380 009
U63000GJ2014PLC079619 Subsidiary 100 2(87)
22 Adani Defence Systems and
Technologies Limited
Adani House, Nr. Mithakhali Six Roads,
Navrangpura, Ahmedabad - 380 009
U74900GJ2015PLC082700 Subsidiary 100 2(87)
23 Adani Gas Limited
Adani House, Nr. Mithakhali Six Roads,
Navrangpura, Ahmedabad – 380 009
U40100GJ2005PLC046553 Subsidiary 100 2(87)
24 Adani Shipping (India) Private Limited
601, 6th Floor, Hallmark Business Plaza,
Opp. Guru Nanak Hospital, Bandra
(East), Mumbai - 400 051
U63090MH2010PTC207152 Subsidiary 100 2(87)
25 Adani Bunkering Private Limited
Adani House, Nr. Mithakhali Circle,
Navrangpura, Ahmedabad - 380 009
U40200GJ2008PTC054045 Subsidiary 100 2(87)
26 Adani Resources Private Limited
Adani House, Near Mithakhali Six
Roads, Navrangpura,
Ahmedabad - 380 009
U74910GJ2012PTC068733 Subsidiary 100 2(87)
27 Mahaguj Power Limited
(Converted into Mahaguj Power LLP
w.e.f. 19.04.2017)
Adani House, Near Mithakhali Six
Roads, Navrangpura,
Ahmedabad - 380 009
U40100GJ2010PLC059653 Subsidiary 100 2(87)
28 Surguja Power Private LimitedAdani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009
U40100GJ2012PTC068748 Subsidiary 100 2(87)
42
Adani Enterprises Limited | 25th Annual Report 2016-17
Sr No
Name and address of the Company / LLP
CIN/GLN/LLPIN Holding/ Subsidiary/ Associate
% of stake held*
Applicable Section
29 Adani Chendipada Mining Private LimitedAdani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009
U10300GJ2011PTC068074 Subsidiary 100 2(87)
30 Jhar Mining Infra Private LimitedAdani House, Plot No. 83, Sector 32, Institutional Area, Gurgaon - 122 001
U10102HR2014PTC052406 Subsidiary 51 2(87)
31 Parsa Kente Collieries Limited32, 6th Floor, Triniti, Plot No. 05, Swage Farm, New Sanganer Road, Jaipur - 302 019
U10200RJ2007PLC025173 Subsidiary 74 2(87)
32 Rajasthan Collieries Limited32, 6th Floor, Mahima Triniti, Plot No. 05, Swej Farm, New Sanganer Road, Sodala, Jaipur - 302 019
U10100RJ2012PLC038382 Subsidiary 74 2(87)
33 Adani Global Limited Suite 501, St James Court, St Denis Street, Port-Louis, Mauritius
N.A. Subsidiary 100 2(87)
34 Adani Global FZEAdani Global FZE, P.O.Box No: 17186, Dubai, U.A.E
N.A. Subsidiary 100 2(87)
35 Adani Global Pte Limited80 Raffles Place, #33-20 UOB Plaza, Singapore 048 624
N.A. Subsidiary 100 2(87)
36 PT Adani GlobalGraha Mustika Ratu Lt. 3, Jl. Gatot Subroto kav. 74-75, Pancoran - Jakarta Selatan 12870
N.A. Subsidiary 100 2(87)
37 Adani Shipping Pte Limited 80, Raffles Place #30-20, UOB Plaza, Singapore 048 624
N.A. Subsidiary 100 2(87)
38 Rahi Shipping Pte. Limited 80, Raffles Place #30-20, UOB Plaza, Singapore 048 624
N.A. Subsidiary 100 2(87)
39 Vanshi Shipping Pte. Limited80, Raffles Place #30-20, UOB Plaza, Singapore 048 624
N.A. Subsidiary 100 2(87)
40 PT Adani Global Coal Trading Graha Mustika Ratu Lt. 3, Jl. Gatot Subroto kav. 74-75, Pancoran Jakarta Selatan 12870
N.A. Subsidiary 100 2(87)
41 PT Coal IndonesiaGraha Mustika Ratu Lt. 3, Jl. Gatot Subroto kav. 74-75, Pancoran Jakarta Selatan 12870
N.A. Subsidiary 100 2(87)
43
Sr
No
Name and address of the Company / LLP
CIN/GLN/LLPIN Holding/
Subsidiary/
Associate
% of stake held*
Applicable
Section
42 PT Sumber BaraGraha Mustika Ratu Lt. 3, Jl. Gatot Subroto kav. 74-75, Pancoran - Jakarta Selatan 12870
N.A. Subsidiary 100 2(87)
43 PT Energy ResourcesGraha Mustika Ratu Lt. 3, Jl. Gatot Subroto kav. 74-75, Pancoran - Jakarta Selatan 12870
N.A. Subsidiary 100 2(87)
44 PT Niaga Antar BangsaGraha Mustika Ratu Lt. 3, Jl. Gatot Subroto kav. 74-75, Pancoran Jakarta Selatan 12870
N.A. Subsidiary 100 2(87)
45 PT Niaga Lintas SamudraGraha Mustika Ratu Lt. 3, Jl. Gatot Subroto kav. 74-75, Pancoran - Jakarta Selatan 12870
N.A. Subsidiary 100 2(87)
46 PT Gemilang Pusaka PertiwiGraha Mustika Ratu Lt. 3, Jl. Gatot Subroto kav. 74-75, Pancoran Jakarta Selatan 12870
N.A. Subsidiary 100 2(87)
47 PT Hasta MundraGraha Mustika Ratu Lt. 3, Jl. Gatot Subroto kav. 74-75, Pancoran Jakarta Selatan 12870
N.A. Subsidiary 100 2(87)
48 PT Lamindo Inter MultikonGraha Mustika Ratu Lt. 3, Jl. Gatot Subroto kav. 74-75, Pancoran Jakarta Selatan 12870
N.A. Subsidiary 100 2(87)
49 PT Mitra Naiga MuliaGraha Mustika Ratu Lt. 3, Jl. Gatot Subroto kav. 74-75, Pancoran Jakarta Selatan 12870
N.A. Subsidiary 100 2(87)
50 PT Suar Harapan BangsaGraha Mustika Ratu Lt. 3, Jl. Gatot Subroto kav. 74-75, Pancoran - Jakarta Selatan 12870
N.A. Subsidiary 100 2(87)
51 Adani North America Inc.30, Montgomery Street #970, Jersey City, New Jersey - 07302
N.A. Subsidiary 100 2(87)
52 PT Tambang Sejahtera BersamaGraha Mustika Ratu Lt. 3, Jl. Gatot Subroto kav. 74-75, Pancoran - Jakarta Selatan 12870
N.A. Subsidiary 100 2(87)
53 Adani Mining Pty LimitedLevel 25, 10 Eagle Street, Brisbane, Queensland 4000 2569, Australia
N.A. Subsidiary 100 2(87)
54 Aanya Maritime IncAquilino De La Guardia, Ogra Building, Street No. 8, Panama 0823 02435
N.A. Subsidiary 100 2(87)
55 Aashna Maritime IncAquilino De La Guardia , Ogra Building, Street No. 8, Panama 0823 02435
N.A. Subsidiary 100 2(87)
44
Adani Enterprises Limited | 25th Annual Report 2016-17
Sr
No
Name and address of the Company / LLP
CIN/GLN/LLPIN Holding/
Subsidiary/
Associate
% of stake held*
Applicable
Section
56 Adani Minerals Pty LimitedAMP Place, Level 30, 10 Eagle Street, Brisbane, Queensland, 4000, Australia
N.A. Subsidiary 100 2(87)
57 AWEL Global LimitedSuite 1003, Khalid Al Attar Tower, Sheikh Zayed Road, P.O.Box 71241, Dubai, U.A.E.
N.A. Subsidiary 100 2(87)
58 Galilee Transmission Holdings Pty Limited Level 25, 10 Eagle Street, Brisbane, Queensland, 4000, Australia
N.A. Subsidiary 100 2(87)
59 Galilee Transmission Pty Limited Level 25, 10 Eagle Street, Brisbane, Queensland, 4000, Australia
N.A. Subsidiary 100 2(87)
60 Adani Infrastructure Pty LimitedLevel 25, 10 Eagle Street, Brisbane, Queensland, 4000, Australia
N.A. Subsidiary 100 2(87)
61 Urja Maritime IncAve., Balboa, Bicsa Financial Center, 30th Floor, Office 3005, Panama City, Republic of Panama
N.A. Subsidiary 100 2(87)
62 Adani Green Energy (MP) LimitedAdani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009
U40300GJ2015PLC083278 Subsidiary 100 2(87)
63 Adani Wind Energy (AP) Limited(Formerly Adani Green Energy (Telengana) Limited)Adani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009
U40300GJ2015PLC083325 Subsidiary 100 2(87)
64 Mundra Solar PV LimitedAdani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009
U74999GJ2015PLC083378 Subsidiary 100 2(87)
65 Kamuthi Solar Power LimitedAdani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009
U40106GJ2015PLC083399 Subsidiary 100 2(87)
66 Ramnad Solar Power LimitedAdani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009
U40106GJ2015PLC083404 Subsidiary 100 2(87)
67 Kamuthi Renewable Energy LimitedAdani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009
U40100GJ2015PLC083451 Subsidiary 100 2(87)
45
Sr
No
Name and address of the Company / LLP
CIN/GLN/LLPIN Holding/
Subsidiary/
Associate
% of stake held*
Applicable
Section
68 Ramnad Renewable Energy Limited
Adani House, Near Mithakhali Six
Roads, Navrangpura,
Ahmedabad - 380 009
U40300GJ2015PLC083427 Subsidiary 100 2(87)
69 Mundra Solar Limited
Adani House, Near Mithakhali Six
Roads, Navrangpura,
Ahmedabad - 380 009
U40101GJ2015PLC083552 Subsidiary 100 2(87)
70 Adani Land Defence Systems and
Technologies Limited
Adani House, Near Mithakhali Six
Roads, Navrangpura,
Ahmedabad - 380 009
U74999GJ2015PLC083877 Subsidiary 100 2(87)
71 Adani Aero Defence Systems and
Technologies Limited
Adani House, Near Mithakhali Six
Roads, Navrangpura,
Ahmedabad - 380 009
U35115GJ2015PLC083876 Subsidiary 100 2(87)
72 Adani Naval Defence Systems and
Technologies Limited
Adani House, Near Mithakhali Six
Roads, Navrangpura,
Ahmedabad - 380 009
U74990GJ2015PLC083873 Subsidiary 100 2(87)
73 Adani Green Energy (UP) Limited
Adani House, Near Mithakhali Six
Roads, Navrangpura,
Ahmedabad - 380 009
U40106GJ2015PLC083925 Subsidiary 100 2(87)
74 Prayatna Developers Private Limited
Seventh floor, Wing B, Sambhaav
House, Judges Bungalow Road,
Bodakdev, Ahmedabad - 380 015
U70101GJ2015PTC083634 Subsidiary 100 2(87)
75 Parampujya Solar Energy Private
Limited
Seventh floor, Wing B, Sambhaav
House, Judges Bungalow Road,
Bodakdev, Ahmedabad - 380 015
U70101GJ2015PTC083632 Subsidiary 100 2(87)
76 Rosepetal Solar Energy Private Limited
Seventh floor, Wing B, Sambhaav
House, Judges Bungalow Road,
Bodakdev, Ahmedabad - 380 015
U70101GJ2015PTC083588 Subsidiary 100 2(87)
46
Adani Enterprises Limited | 25th Annual Report 2016-17
Sr No
Name and address of the Company / LLP
CIN/GLN/LLPIN Holding/ Subsidiary/ Associate
% of stake held*
Applicable Section
77 Adani Wind Energy (Gujarat) Private Limited(formerly Duryodhana Developers Private Limited)Seventh floor, Wing B, Sambhaav House, Judges Bungalow Road, Bodakdev, Ahmedabad - 380 015
U70101GJ2015PTC083633 Subsidiary 100 2(87)
78 Kilaj Solar (Maharashtra) Private LimitedAdani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009
U40106GJ2016PTC085576 Subsidiary 100 2(87)
79 Talabira (Odisha) Mining Private Limited(formerly Korba Clean Coal Private Limited)Adani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009
U14200GJ2016PTC086246 Subsidiary 51 2(87)
80 Mundra Solar Technopark Private LimitedAdani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009
U74120GJ2015PTC082522 Subsidiary 88.35 2(87)
81 Adani Green Technology Limited(formerly Sami Solar (Gujarat) Private Limited)Adani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009
U29100GJ2016PLC086498 Subsidiary 51 2(87)
82 Wardha Solar (Maharashtra) Private LimitedAdani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009
U40106GJ2016PTC086499 Subsidiary 100 2(87)
83 Mahoba Solar (UP) Private LimitedAdani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009
U40106GJ2016PTC086536 Subsidiary 100 2(87)
84 Gaya Solar (Bihar) Private LimitedAdani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009
U40106GJ2016PTC086542 Subsidiary 100 2(87)
85 Adani Agri Logistics (Kotkapura) LimitedAdani House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380 009
U63090GJ2016PLC086571 Subsidiary 100 2(87)
47
Sr
No
Name and address of the Company / LLP
CIN/GLN/LLPIN Holding/
Subsidiary/
Associate
% of stake held*
Applicable
Section
86 Adani Agri Logistics (Katihar) Limited
Adani House, Near Mithakhali Six
Roads, Navrangpura,
Ahmedabad - 380 009
U63090GJ2016PLC086566 Subsidiary 100 2(87)
87 Adani-Elbit Advanced Systems India
Limited
Adani House, Near Mithakhali Six
Roads, Navrangpura,
Ahmedabad - 380 009
U74999GJ2016PLC094297 Subsidiary 51 2(87)
88 Adani Cementation Limited
Adani House, Near Mithakhali Six
Roads, Navrangpura,
Ahmedabad - 380 009
U74999GJ2016PLC094589 Subsidiary 100 2(87)
89 Adani Agri Logistics (Kannauj) Limited
Adani House, Near Mithakhali Six
Roads, Navrangpura,
Ahmedabad - 380 009
U63030GJ2017PLC095059 Subsidiary 100 2(87)
90 Adani Agri Logistics (Panipat) Limited
Adani House, Near Mithakhali Six
Roads, Navrangpura,
Ahmedabad - 380 009
U63030GJ2017PLC095073 Subsidiary 100 2(87)
91 Adani Agri Logistics (Raman) Limited
Adani House, Near Mithakhali Six
Roads, Navrangpura,
Ahmedabad - 380 009
U63030GJ2017PLC095188 Subsidiary 100 2(87)
92 Adani Agri Logistics (Moga) Limited
Adani House, Near Mithakhali Six
Roads, Navrangpura,
Ahmedabad - 380 009
U63030GJ2017PLC095190 Subsidiary 100 2(87)
93 Adani Agri Logistics (Barnala) Limited
Adani House, Near Mithakhali Six
Roads, Navrangpura,
Ahmedabad - 380 009
U63090GJ2017PLC095187 Subsidiary 100 2(87)
94 Adani Agri Logistics (Nakodar) Limited
Adani House, Near Mithakhali Six
Roads, Navrangpura,
Ahmedabad - 380 009
U63030GJ2017PLC095202 Subsidiary 100 2(87)
95 Adani Agri Logistics (Mansa) Limited
Adani House, Near Mithakhali Six
Roads, Navrangpura,
Ahmedabad - 380 009
U63030GJ2017PLC095203 Subsidiary 100 2(87)
96 Adani Agri Logistics (Bathinda) Limited
Adani House, Near Mithakhali Six
Roads, Navrangpura,
Ahmedabad - 380 009
U63030GJ2017PLC095224 Subsidiary 100 2(87)
48
Adani Enterprises Limited | 25th Annual Report 2016-17
Sr
No
Name and address of the Company / LLP
CIN/GLN/LLPIN Holding/
Subsidiary/
Associate
% of stake held*
Applicable
Section
97 Adani Infrastructure Private Limited
Adani House, Near Mithakhali Six
Roads, Navrangpura,
Ahmedabad - 380 009
U74140GJ2015PTC084995 Subsidiary 100 2(87)
98 Adani Tradewing LLP
Adani House, 56, Shrimali Society,
Navrangpura, Ahmedabad-380 009
AAI-9116 Subsidiary 100 2(87)
99 Adani Commodities LLP
Adani House, 56, Shrimali Society,
Navrangpura, Ahmedabad-380 009
AAI-9117 Subsidiary 100 2(87)
100 Adani Tradex LLP
801 Shikhar Complex, Srimali Society,
Navrangpura,
Ahmedabad, Gujarat, 380 009
AAI-8221 Subsidiary 100 2(87)
101 Adani Tradecom LLP
801 Shikhar Complex, Srimali Society,
Navrangpura,
Ahmedabad - 380 009
AAI-8220 Subsidiary 100 2(87)
102 Adani Renewable Power LLP
Adani House, 56, Shrimali Society,
Navrangpura, Ahmedabad – 380 009
AAI-9408 Subsidiary 100 2(87)
103 CSPGCL AEL Parsa Collieries Limited
House No. 30, Maulshri - Vihar,
VIP Road, Raipur - 492 001
U10102CT2010SGC022194 Associate 49 2(6)
104 GSPC LNG Limited
B-103, 1st Floor, JT Tower - 2, Infocity,
Near Indrode Circle,
Gandhinagar - 382 009
U23203GJ2007SGC050115 Associate 31.17 2(6)
* Representing aggregate % of stake held by the Company in its subsidiaries directly and / or alongwith other subsidiaries.
49
50
IV. Share Holding Pattern (equity share capital breakup as percentage of total equity as on 31st March, 2017)i) Category-wise Share Holding
Category of Shareholders No of Shares held at the beginning of the year No. of Shares held at the end of the year % Change
during the
year
Demat Physical Total % of total
Shares
Demat Physical Total % of total
Shares
A. Promoter
1 Indian
a) Individuals/HUF 894080 - 894080 0.08 - - - - (0.08)
b) Central Government - - - - - - - - -
c) State Government(s) - - - - - - - - -
d) Bodies Corporate 99491719 - 99491719 9.05 99491719 - 99491719 9.05 0.00
e) Banks/FI - - - - - - - - -
f) Any Others
Family Trust 630034660 - 630034660 57.29 630034660 - 630034660 57.29 0.00
Sub Total(A)(1) 730420459 - 730420459 66.41 729526379 - 729526379 66.33 (0.08)
2 Foreign
a) NRIs-Individuals 90749100 - 90749100 8.25 - - - - (8.25)
b) Other-Individuals - - - - -
c) Bodies Corporate 3688000 - 3688000 0.34 94437100 - 94437100 8.59 8.25
d) Banks/FI - - - - -
e) Any Other - - - - -
Sub Total(A)(2) 94437100 - 94437100 8.59 94437100 - 94437100 8.59 0.00
Total Shareholding
of Promoter and Promoter
Group (A)= (A)(1)+(A)(2)
824857559 - 824857559 75.00 823963479 - 823963479 74.92 (0.08)
B. Public shareholding
1 Institutions
a) Mutual Funds/ UTI 5520000 - 5520000 0.50 2368000 - 2368000 0.22 (0.28)
b) Banks/FI 29020960 - 29020960 2.64 28849979 - 28849979 2.62 (0.02)
c) Central Govt. - - - - - - - - -
d) State Govt. - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies - - - - - - - - -
g) FII 117315641 - 117315641 10.67 6232286 - 6232286 0.57 (10.10)
h) Foreign Venture Capital
Funds
- - - - - - - - -
i) Any Other
Foreign Portfolio Investor
(Corporate)
- - - - 193117579 - 193117579 17.56 17.56
Sub-Total (B)(1) 151856601 - 151856601 13.81 230567844 - 230567844 20.96 7.15
2 Non-institutions
a) Bodies Corporate
i Indian 5693060 4000 5697060 0.52 4561210 - 4561210 0.41 (0.11)
ii Overseas - - - - -
b) Individuals
I Individuals shareholders
holding nominal share
capital up to ` 1 lakh
30862188 481921 31344109 2.85 24539869 482221 25022090 2.28 (0.57)
ii Individual shareholders
holding nominal share
capital in excess of
` 1 lakh.
1800698 - 1800698 0.16 3354097 - 3354097 0.30 0.14
Adani Enterprises Limited | 25th Annual Report 2016-17
51
Category of Shareholders No of Shares held at the beginning of the year No. of Shares held at the end of the year % Change
during the
year
Demat Physical Total % of total
Shares
Demat Physical Total % of total
Shares
c) Other (specify)
Clearing Member 978127 - 978127 0.09 4841798 - 4841798 0.44 0.35
Non Resident Indian
(Repatriation)
6286749 - 6286749 0.57 6006846 - 6006846 0.55 (0.02)
Non Resident Indian (Non-
Repatriation)
- - - - 142906 - 142906 0.01 0.01
Foreign National 10000 - 10000 0.00 10000 - 10000 0.00 0.00
Corp. Body - Foreign
Bodies
76979180 - 76979180 7.00 84259 - 84259 0.01 (6.99)
Trust - - - - 800 - 800 0.00 0.00
Hindu Undivided Family - - - - 1254754 - 1254754 0.11 0.11
Sub-Total (B)(2) 122610002 485921 123095923 11.19 44796539 482221 45278760 4.12 (7.07)
Total Public Shareholding
(B)= (B)(1)+(B)(2)
274466603 485921 274952524 25.00 275364383 482221 275846604 25.08 0.08
C. Shares held by Custodians
for GDRs & ADRs
- - - - - - - - -
GRAND TOTAL (A)+(B)+(C) 1099324162 485921 1099810083 100.00 1099327862 482221 1099810083 100.00 0.00
ii) Shareholding of Promoters/Promoters Group: SrNo
Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % Change in shareholding
during the year
No. of Shares % of total shares of the
Company
% shares pledged/
encumbered to total shares
No. of Shares % of total shares of the
Company
% shares pledged/
encumbered to total shares
1. Shri Gautam S. Adani/Smt. Priti G. Adani (on behalf of GSAFT1)
8836750 0.80 0.00 8836750 0.80 0.00 Nil
2. Shri Gautam S. Adani/Shri Rajesh S. Adani (on behalf of SBAFT2)
621197910 56.48 9.03 621197910 56.48 21.66 Nil
3. Adani Properties Private Limited 99491719 9.05 3.25 - - - (9.05)
4. Shri Vinod Shantilal Adani 90749100 8.25 0.00 - - - (8.25)
5. Ventura Power Investments Pvt. Ltd., Mauritius3
3688000 0.34 0.00 - - - (0.34)
6. Pan Asia Trade & Investment Private Limited3
- - - 3688000 0.34 0.00 0.34
7. Shri Bhavik B. Shah4 37000 0.00 0.00 - - - Nil
8. Shri Rakesh R. Shah4 611080 0.06 0.01 - - - (0.06)
9. Smt. Surekha B. Shah4 34000 0.00 0.00 - - - Nil
10. Smt. Priti R. Shah4 196000 0.02 0.02 - - - (0.02)
11. Shri Vinod N. Sanghvi4 16000 0.00 0.00 - - - Nil
12. Parsa Kente Rail Infra LLP - - - 99491719 9.05 0.00 9.05
13. Afro Asia Trade and Investment Limited
- - - 30249700 2.75 0.00 2.75
14. Universal Trade and Investment Limited
- - - 30249700 2.75 0.00 2.75
15. Worldwide Emerging Market Holding Limited
- - - 30249700 2.75 0.00 2.75
Total 824857559 75.00 12.31 823963479 74.92 21.66 (0.08)
1. Gautam S. Adani Family Trust
2. S. B. Adani Family Trust
3. Pan Asia Trade & Investment Private Limited has acquired Equity Shares of the Company pursuant to amalgamation of
Ventura Power Investments Private Limited with Pan Asia Trade & Investment Private Limited w.e.f. 24th March, 2017.
4. Re-classified the status from “Promoter Group” category to the “Public” category w.e.f. 23rd March, 2017.
52
iii) Change in Promoters’/Promoters’ Group Shareholding:
Particulars Shareholding at the beginning of the year
Cumulative Shareholding during the year
No. of Shares % of total shares of the Company
No. of Shares % of total shares of the Company
At the beginning of the year 824857559 75.00 - -
Date-wise Increase / Decrease in Promoters
Shareholding during the year specifying the
reasons for increase / decrease (e.g. allotment /
transfer / bonus/ sweat equity etc):
- Reclassification of the shareholding status
from “Promoter Group” category to the
“Public” category w.e.f. 23.03.2017.
(894080) (0.08) 823963479 74.92
At the end of the year - - 823963479 74.92
iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoter and Holders of GDRs and ADRs):
Name of Shareholder* Shareholding at the beginning of the year
Change in Shareholding (Nos. of Shares)
Shareholding at the end of the year
No. of Shares % of total shares of the
Company
Purchase Sell No. of Shares % of total shares of the
CompanyCresta Fund Ltd 37925354 3.45 14996679 5253770 47668263 4.33
Elara India Opportunities Fund Limited
27288157 2.48 6510171 - 33798328 3.07
Life Insurance Corporation of India 27997267 2.55 - - 27997267 2.55
Emerging India Focus Funds 31219800 2.84 - 3586336 27633464 2.51
Albula Investment Fund Ltd 18206131 1.66 428791 - 18634922 1.69
EM Resurgent Fund 5902000 0.54 1605345 - 7507345 0.68
Vespera Fund Limited 7645764 0.70 - 1210000 6435764 0.59
Goldman Sachs (Singapore) Pte Ltd 5302 0.00 5871753 301039 5576016 0.51
Vanguard Emerging Markets Stock Index Fund, Aseries of Vanguard International Equity Index Fund
4291004 0.39 779629 - 5070633 0.46
Credit Suisse (Singapore) Limited 2166115 0.20 4242117 2635137 3773095 0.34
* The shares of the Company are traded on a daily basis and hence the date wise increase / decrease in shareholding is not
indicated. Shareholding is consolidated based on permanent account number (PAN) of the shareholder.
Adani Enterprises Limited | 25th Annual Report 2016-17
53
v) Shareholding of Directors and Key Managerial Personnel:For each of the Directors and KMP Shareholding at the
beginning of the yearChange in Shareholding
(Nos. of Shares)Shareholding at the end
of the yearNo. of Shares % of total
shares of the Company
Purchase Sell No. of Shares
% of total shares of the
CompanyDirectorsMr. Gautam S. Adani 1 & 2 - - - - - -Mr. Rajesh S. Adani1 - - - - - -Mr. Ameet H. Desai - - - - - -Mr. Vasant S. Adani - - - - - -Mr. Pranav V. Adani - - - - - -Mr. Anil Ahuja - - - - - -Mr. Berjis Desai - - - - - -Mr. Hemant Nerurkar - - - - - -Mr. V. Subramanian3 - - - - - -Ms. Vijaylaxmi Joshi4 - - - - - -Key Managerial Personnel -Mr. Jatin JalundhwalaCompany Secretary
700 0.00 - - 700 0.00
1. Gautam S. Adani/ Rajesh S. Adani (on behalf of S.B. Adani Family Trust) holds 62,11,97,910 (56.48%) shares of the Company.
During the year under review, there was no increase / decrease in the same.
2. Gautam S. Adani/ Priti G. Adani (on behalf of Gautam S. Adani Family Trust) holds 88,36,750 (0.80%) shares of the Company.
During the year under review, there was no increase / decrease in the same.
3. Appointed as an Additional Director w.e.f. 22nd August, 2016.
4. Appointed as an Additional Director w.e.f. 2nd December, 2016.
V) Indebtedness: Indebtedness of the Company including interest outstanding/accrued but not due for payment
Secured Loansexcluding deposits
UnsecuredLoans
Deposits TotalIndebtedness
Indebtedness at the beginning of the financial year i) Principal Amount 3,580.52 3,133.27 - 6,713.79 ii) Interest due but not paid - - - -iii) Interest accrued but not due 5.49 39.43 - 44.92 Total (i+ii+iii) 3,586.01 3,172.70 - 6,758.71 Change in Indebtedness during the financial year • Addition (Principal & Interest) 4,733.34 15,561.71 - 20,295.04 • Reduction (Principal & Interest) 5,014.62 14,791.16 - 19,805.78 Net Change (281.28) 770.55 - 489.27 Indebtedness at the end of the financial year i) Principal Amount 3,290.99 3,921.84 - 7,212.83 ii) Interest due but not paid - - - - iii) Interest accrued but not due 13.74 21.40 - 35.14 Total (i+ii+iii) 3,304.73 3,943.24 - 7,247.97
(H in Crore)
54
(H in Crore)
VI) Remuneration of Directors and Key Managerial Personnel: A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
Sr
No
Particulars of Remuneration Gautam S. Adani
Executive
Chairman
Rajesh S. AdaniManaging
Director
Ameet H. DesaiExecutive
Director & CFO
Pranav Adani Director
Total Amount
1 Gross salary a) Salary as per provisions
contained in Section 17(1) of the
Income-tax Act, 1961
1.81 3.02 10.82 2.39 18.04
b) Value of perquisites u/s 17(2)
Income-tax Act, 1961
- - - - -
c) Profits in lieu of salary under
Section 17(3) Income-tax Act,
1961
- - - - -
2 Stock Option - - - - -3 Sweat Equity - - - - -4 Commission - - - - -
- as % of profit - 1.00 - 0.50 1.50- others, specify - - - - -
5 Others-contribution towards PF etc. 0.21 0.31 - 0.11 0.63Total (A) 2.02 4.33 10.82 3.00 20.17Ceiling as per the Act `26.02 Crores (@ 10% of profit calculated as per Section 198 of the Companies Act,
2013)
B. Remuneration to other Directors:Particulars of Remuneration Anil
AhujaDr. Ravindra
Dholakia1
Berjis Desai
Hemant Nerurkar
V. Subramanian2 Vijaylaxmi Joshi3
Total
1. Independent Directors a) Fee for attending board,
committee meetings 1.60 0.60 0.40 2.00 1.00 0.20 5.80
b) Commission - 1.80 12.00 12.00 7.30 4.00 37.10c) Others, please specify - - - - - - -Total (1) 1.60 2.40 12.40 14.00 8.30 4.20 42.902. Other Non-Executive DirectorsParticulars of Remuneration Vasant S. Adani Totala) Fee for attending board,
committee meetings - -
b) Commission - -c) Others, please specify - -Total (2) - -
Total (1+2) 42.90
1. Resigned as Director of the Company w.e.f. 24th May 2016.
2. Appointed as an Additional Director of the Company w.e.f. 22nd August, 2016.
3. Appointed as an Additional Director of the Company w.e.f. 2nd December, 2016.
(H in Lacs)
Adani Enterprises Limited | 25th Annual Report 2016-17
55
C. Remuneration to key managerial personnel other than MD/manager/WTD Sr
No
Particulars of Remuneration Chief Financial Officer*
Company Secretary
TotalAmount
1. Gross salary a) Salary as per provisions contained in Section 17(1) of the
Income-tax Act, 1961
- 1.41 1.41
b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - -c) Profits in lieu of salary under Section 17(3) Income-tax
Act, 1961
- - -
2 Stock Option - - -3 Sweat Equity - - -4 Commission
- as % of profit - - -- others, specify - - -
5 Others- contribution towards PF etc. - 0.05 0.05Total (A) - 1.46 1.46
* Please refer VI(A) herein above.
(H in Crore)
VII) Penalties / Punishment/ Compounding of Offences:
Type Section of the
Companies Act
Brief Description Details of penalty/ punishment/
compounding fees imposed
Authority[RD / NCLT/
COURT]
Appeal made, if any (give details)
A. CompanyPenalty
NonePunishment Compounding B. DirectorsPenalty
NonePunishment Compounding C. Other Officers in default Penalty
NonePunishment Compounding
56
I have conducted the secretarial audit of the compliance
of applicable statutory provisions and the adherence to
good corporate practices by Adani Enterprises Limited
(hereinafter called “the Company”). Secretarial Audit was
conducted in a manner that provided me a reasonable basis
for evaluating the corporate conducts/statutory compliances
and expressing my opinion thereon.
Based on my verification of books, papers, minute books,
forms and returns filed and other records maintained by the
Company and also the information provided by the Company,
its officers, agents and authorized representatives during
the conduct of secretarial audit, I hereby report that in my
opinion, the company has, during the audit period covering
the financial year ended on 31st March, 2017 complied with
the statutory provisions listed hereunder and also that the
Company has proper Board-processes and compliance
mechanism in place to the extent, in the manner and subject
to the reporting made hereinafter:
I have examined the books, papers, minutes books, forms and
returns filed and other records maintained by the Company
for the financial year ended on 31st March, 2017 according to
the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made
thereunder;
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’)
and the rules made thereunder;
iii. The Depositories Act, 1996 and the Regulations and
Bye-laws framed thereunder;
iv. Foreign Exchange Management Act, 1999 and the
rules and regulations made thereunder to the extent of
Foreign Direct Investment, Overseas Direct Investment
and External Commercial Borrowings;
v. The following Regulations and Guidelines prescribed
under the Securities and Exchange Board of India Act,
1992 (‘SEBI Act’):-
a) The Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
b) The Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations,
2009 (Not Applicable to the Company during the
Audit Period);
d) The Securities and Exchange Board of India (Share
Based Employee Benefit) Regulation, 2014 (Not
Applicable to the Company during the Audit Period);
e) The Securities and Exchange Board of India (Issue
and Listing of Debt Securities) Regulations, 2008;
f) The Securities and Exchange Board of India
(Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and
dealing with client;
g) The Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations, 2009 (Not
Applicable to the Company during the Audit Period);
and
h) The Securities and Exchange Board of India
(Buyback of Securities) Regulations, 1998 (Not
Applicable to the Company during the Audit Period);
Annexure – B to the Directors’ Report
FORM NO. MR-3 – SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31st MARCH, 2017
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Personnel) Rules, 2014]
To
The Members
Adani Enterprises Limited
Adani Enterprises Limited | 25th Annual Report 2016-17
57
vi. Laws specifically applicable to the industry to which the
Company belongs, as identified by the management,
that is to say:
Legislation Name
Payment of Wages Act, 1936
The Payment of Bonus Act, 1965
The Employees’ Provident Fund and Miscellaneous
Provisions Act, 1952
Employees’ State Insurance Act, 1948
The Minimum Wages Act, 1948
Payment of Gratuity Act, 1972
Employee Taxation as per Income Tax Act, 1961
Employee Group Insurance Scheme and Maternity
Benefits
Shops and Establishment Act and Rules thereunder
The Contract Labour (Abolition & Repeal) Act and Rules
thereunder
Environment (Protection) Act, 1986
The Air (Prevention and Control of Pollution) Act, 1981
The Water (Prevention and Control of Pollution) Act, 1974
The Noise Pollution (Regulation and Control) Rules, 2000
Hazardous Wastes (Management and Handling) Rules,
1989
Manufactures Stores and import of Hazardous Chemical
Rules, 1989
Factories Act, 1948
I have also examined compliance with the applicable clauses
of the following:
a. Secretarial Standards issued by The Institute of Company
Secretaries of India.
b. The Securities and Exchange Board of India (Listing
Obligations and Disclosures Requirements) Regulations,
2015.
During the period under review, the Company has complied
with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above subject to filing of certain
e-forms with additional fees.
I further report that
The Board of Directors of the Company is duly constituted
with proper balance of Executive Directors, Non-Executive
Directors and Independent Directors. The changes in the
composition of the Board of Directors that took place during
the period under review were carried out in compliance with
the provisions of the Act.
Adequate notice is given to all directors to schedule the
Board Meetings, agenda and detailed notes on agenda were
sent at least seven days in advance, and a system exists for
seeking and obtaining further information and clarifications
on the agenda items before the meeting and for meaningful
participation at the meeting.
Majority decision is carried through while the dissenting
members’ views are captured and recorded as part of the
minutes.
I further report that there are adequate systems and processes
in the Company commensurate with the size and operations
of the Company to monitor and ensure compliance with
applicable laws, rules, regulations and guidelines.
I further report that during the audit period the company has:
1. Passed a Special Resolution, to offer and issue, Foreign
Currency Convertible Bonds and Ordinary Shares
aggregating to an amount not exceeding ` 6,000 crores.
2. Passed a special resolution to authorise board of
directors to subscribe redeemable secure / unsecured
Non Convertible Debentures, bonds and /or other debt
securities.
3. Passed an enabling Special Resolution to convert the
whole or any part of outstanding financial assistance
into fully paid up equity shares .
CS Ashwin Shah
Place: Ahmedabad Company Secretary
Date: 24th May, 2017 C. P. No. 1640
Note: This report is to be read with our letter of even date which is annexed as ‘Annexure-A’ and forms an integral part of this report.
58
Annexure – A TO THE SECRETARIAL AUDIT REPORT
To
The Members
Adani Enterprises Limited
Our report of even date is to be read along with this letter
1. Maintenance of secretarial record is the responsibility of the management of the
Company. Our responsibility is to express an opinion on these secretarial records based
on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain
reasonable assurance about the correctness of the contents of the Secretarial records.
The verification was done on test basis to ensure that correct facts are reflected in
secretarial records. We believe that the processes and practices, we followed provide
a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and
Books of Accounts of the Company.
4. Where ever required, we have obtained the Management representation about the
compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules,
regulations, standards is the responsibility of management. Our examination was
limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of
the Company nor of the efficacy or effectiveness with which the management has
conducted the affairs of the Company.
CS Ashwin Shah
Place: Ahmedabad Company Secretary
Date: 24th May, 2017 C. P. No. 1640
Adani Enterprises Limited | 25th Annual Report 2016-17
59
Annexure – C to the Directors’ Report
[Information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2016-17 and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in
the financial year 2016-17:
Name of Directors/KMP
Ratio of remuneration to median remuneration of Employees
% increase in remuneration
in the financial year
Executive DirectorsMr. Gautam S. Adani 20.95 : 1 8.02 Mr. Rajesh S. Adani 44.89 : 1 6.22 Mr. Ameet H. Desai 112.16 : 1 28.75 Mr. Pranav Adani 31.09: 1 21.77Non-Executive DirectorsMr. Vasant S. Adani - -Dr. Ravindra H.
Dholakia1&3
0.25 : 1 -
Mr. Anil Ahuja2 0.17 : 1 -Mr. Berjis Desai1 1.28 : 1 -Mr. Hemant Nerurkar1 1.45 : 1 -Mr. V. Subramanian1&4 0.86 : 1 -Mrs. Vijaylaxmi
Joshi 1&5
0.44 : 1 -
Key Managerial Personnel Mr. Jatin Jalundhwala 15.12 : 1 20.77
1. Reflects sitting fees and commission
2. Reflects sitting fees
3. Resigned as Director of the Company w.e.f. 24th May
2016
4. Appointed as an Additional Director w.e.f. 22nd August,
2016
5. Appointed as an Additional Director w.e.f. 2nd December,
2016
ii) The percentage increase in the median remuneration of
employees in the financial year: 22.15%
iii) The number of permanent employees on the rolls of
Company: 854 as on 31st March, 2017.
iii) Average percentile increase already made in the salaries
of employees other than the managerial personnel
in the last financial year and its comparison with the
percentile increase in the managerial remuneration
and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial
remuneration:
- Average increase in remuneration of employees
excluding KMPs: 7%.
- Average increase in remuneration of KMPs: 17.10%
- KMP salary increases are decided based on the
Company’s performance, individual performance,
inflation, prevailing industry trends and benchmarks.
iv) Affirmation that the remuneration is as per the
Remuneration Policy of the Company:
The Company affirms remuneration is as per the
Remuneration Policy of the Company.
60
Annexure – D to the Directors’ Report
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are set out as under:
A. Conservation of Energy :a) the steps taken or impact on conservation of energy:
- Installation of high efficiency LED lighting for Mine,
CHP & Washery, Administrative Offices, Street Lights,
siding locations.
- Installation of energy efficient LED lights (165 nos,
2 x 18W) for new VTC & Hostel.
- Installation of energy efficient LED lights 8mtr, 70W,
25Nos at Adani Vidya Mandir Salhi Village.
- Installation of energy efficient LED street lights (1no,
18mtr, 8 x 120W, 2no, 9mtr, 6 x 60W) for Gumga
township.
b) the steps taken by the Company for utilising alternate
sources of energy:
- Installation of 27 Units of Solar water heater at Adani
Gumga Township in place of conventional geyser
units.
- Installation of energy efficient LED Solar light 38nos,
8mtr, 1 x 30W for external illumination of Gumga
township.
- Installation of energy efficient Solar LED lights 45 nos
in mine nearby project affected villages under CSR
initiative.
c) the capital investment on energy conservation
equipment:
As the company has started commercial activities
recently, hence it is in process of finalizing the
planning of ascertaining the requirement of additional
investment and proposals, if any required for reduction of
consumption of energy.
Budget proposed (Sum of ` 10 Lakh) in FY 2017-18 for
replacement of existing lamps by LED lamps in phased
manner at CHP, Washery & mine. In addition to this,
a sum of ` 10 Lakh is proposed for solar power system of
capacity 5KVA, 5nos.
B. Technology Absorption:(i) the efforts made towards technology absorption:
- Implementation of Conditioning Monitoring System
for CHP & Washery.
- Installation of Central Plant control & monitoring
Room for CHP & Washery through PLC and SCADA.
- Cloud based solution for monitoring & alert generation
for critical CHPP assets.
- Installation of Mine water treatment system.
- IT system enablement of maintenance schedules
(SAP - PM implementation) to improve reliability of
the plant.
- Installation of RO Plant for drinking water purpose.
- CCTV installation at various locations in plant
premises and monitoring through central security
control room.
- Deployment of Mobile App (MineShot) for daily
operational MIS.
- Deployment of Integrated visitor induction and
management system.
- Development of Digital Geo-Spatial database.
- Aerial survey for assessing DGMS compliance
conditions.
- Implemented SPRY scheduler for short term mine
planning.
- Study and POC completed for coal and reject stock
management using thermal imagery and analytics.
- Using state of the art terrestrial Lidar for surveying.
- Using Tree-Transplanter for trans-locating the native
species.
- Using Geo-texturing for dump and slope stability.
Adani Enterprises Limited | 25th Annual Report 2016-17
61
(ii) the benefits derived like product improvement, cost
reduction, product development or import substitution:
- Simplified operation of CHP & Washery plant.
- Surplus mine water after treatment to be discharged
into nearby water bodies for potable use of nearby
villages.
- Reduction in power bills for illumination.
- Operational alerts through Mobile dash boards.
- Condition based monitoring to increase reliability and
minimize downtime.
- Slope stability of OB dumps.
- Efficiency improvement using Dash boards.
(iii) in case of imported technology (imported during the last
three years reckoned from the beginning of the financial
year)
- No Technology was imported for conservation of
energy.
(iv) The expenditure incurred on Research and Development..
- NIL (Proof of concept to refine/ evaluate new
technologies in the field of IOT, Visualization, Thermal
Imaging, Coal Stock management etc. was made.
Expense was incurred by technology partners).
C. Foreign Exchange Earnings and Outgo :(H in Crore)
Particulars 2016-17 2015-161) Foreign exchange earned
(including export of goods on
FOB basis)
11.05 0.41
2) Foreign exchange used 4,210.43 3,065.31
*******************
62
Annexure to the Directors’ Report
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES AS PER SECTION 135 OF THE COMPANIES ACT, 2013
1. A brief outline of the Company’s CSR policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes:
The Company has framed Corporate Social Responsibility (CSR) Policy which encompasses its philosophy and guides its sustained efforts for undertaking and supporting socially useful programs for the welfare & sustainable development of the society.
The Company carried out/ implemented its CSR activities/ projects through Adani Foundation. The Company has identified Primary Education, Community Health, Sustainable Livelihood Development and Rural Infrastructure Development as the core sectors for CSR activities. The CSR Policy has been uploaded on the website of the Company at http://www.adanienterprises.com/investors/investor-download.
2. Composition of the CSR Committee: • Mr. Rajesh S. Adani, Chairman • Mr. Vasant S. Adani, Member • Mr. Hemant Nerurkar, Member
3. Average net profit of the Company for last three financial years:
Average net loss: ` 30.81 Crore
4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above):
In view of average losses, the Company was not required to make mandatory CSR expenditure during the year 2016-17 as per Section 135 of the Companies Act, 2013.
5. Details of CSR spend for the financial year: a) Total amount spent for the financial year: Not
Applicable
b) Amount unspent, if any: Nil
c) Manner in which the amount spent during the financial year is detailed below: Not Applicable
6. In case the company has failed to spend the two percent of the average net profit of the last three financial years or any part thereof: Not Applicable
7. The CSR Committee confirms that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and policy of the Company.
8. Details of CSR programme Adani Foundation is the CSR arm of the Adani Group.
Since its inception in 1996, the Foundation has been working in four core areas of Education, Community Health, Sustainable Livelihood Development and Rural
Infrastructure Development to extend its support to communities. Adani Foundation has its presence across the nation at 21 sites, covering more than 1400 villages & towns. Presently, the foundation is operational in the state of Gujarat, Maharashtra, Himachal Pradesh, Rajasthan, Chhattisgarh, Madhya Pradesh, Karnataka, Jharkhand, Kerala, Odisha, Haryana and Goa through various innovative efforts. The Company as a business entity firmly believes in the notion of sustainable community development. Assuming the role of a responsible corporate, it strives to create an environment of co-existence where there is an equitable sharing of resources followed by sustained growth and development of the community around. Hence, the Company has been promoting CSR activities through the Adani Foundation.
The Adani Vidya Mandir (AVM), a school under the aegis of Adani Foundation is developed with a unique concept which aims at providing cost free quality education to meritorious students coming from underprivileged backgrounds. Adani Vidya Mandir, Ahmedabad - established in the year 2008 is a CBSE affiliated English medium school and is the first of its kind initiative. The AVM model has been successfully replicated in other locations at Bhadreshwar (Gujarat) and Surguja (Chhattisgarh) benefiting the underprivileged students from the communities in and around that area. The Students are provided with free of cost transportation, uniform, textbooks, notebooks, breakfast, lunch and refreshments. These students, most of them being first generation learners, have priceless treasures of desire and ability, but due to lack of resources were unable to achieve their dreams. This year, a state of the art building of AVM in Sarguja, having 23 modern classrooms, spread across 3.86 acres of sprawling campus is in the process of construction. AVM is a boon to the parents who due to their financial constrains is not in a position to provide quality education to their children.
Besides AVM schools, the Foundation has also established other schools which provide subsidised education to the desirous students. Apart from Adani Vidyalayas at Tiroda & Kawai, Adani Public School in Mundra and Adani DAV Public school in Bhadrak district of Orrisa, Adani Foundation has also adopted Nav Chetan Vidyalaya at Junagam in Choryasi block of Surat district of Gujarat.
Gautam S. Adani Rajesh S. Adani Executive Chairman Chairman- CSR Committee
Adani Enterprises Limited | 25th Annual Report 2016-17
63
The Management’s views on the Company’s performance
and outlook are discussed below:
Economic OutlookAs per the second advance estimates released by the Central
Statistical Office (CSO), the growth in GDP during 2016-17
was estimated at 7.1% as compared to the revised growth rate
of 7.9% in 2015-16. As per said CSO data, various sectors such
as manufacturing, trade, hotels, transport, communication
and services related to broadcasting are likely to register
growth rate of over 7%. Capital flows have remained strong
during the last few years. Notwithstanding, the volatility
seen in some of the vital data points (e.g., falling exports, low
IIP numbers etc.), the growth trajectory remains on track.
Importantly, such growth has been accompanied by macro-
economic stability. Inflation has been under control and the
balance of payment position looks healthy. India’s external
sector position has been comfortable, with the current
account deficit (CAD) progressively contracting. Capital
flows have remained strong during the last few years.
This year has been marked by several historic economic
policy developments. On the domestic side, a constitutional
amendment paved the way for the long-awaited and
transformational Goods and Services Tax (GST) while
demonetization of the large currency notes signalled a
regime shift. The transformational GST law, which will create
a common Indian market, improve tax compliance, boost
investment and growth. In addition, the Government also
overhauled the bankruptcy laws.
During last couple of years, the Government had launched
many schemes which are being considered as successful
initiatives like ‘Swatch Bharat’ or ‘Make-in India’ or ‘Skill India’
or ‘Digital India’ or ’Jan Dhan Yojana’ or ‘Mudra Yojana’ or ‘Jan
Suraksha Schemes’ or ‘Start-up India’ or efforts for ease of
doing business in India and have given a powerful boost to
Indian Economy. Government has made the revival of Indian
manufacturing a top priority, reflected in its “Make in India”
campaign and also “Skill India” initiatives. The one significant
upside possibility is a good monsoon, which would increase
rural consumption.
Financial PerformanceThe Company has registered improved financial performance
on the back of its strong operational performance across key
segments. Our continued focus on infrastructure, energy and
agro sectors is expected to continue to drive our performance
and we remain committed to maintaining high operational
parameters to create value for our stakeholders.
Key Highlights of the Company’s consolidated performance
for the year are as under.
- Consolidated total revenue from operations increased by
8.33% to ` 38,056 crores in FY 17 v/s ` 35,131 crores in
FY 16.
- Consolidated EBIDTA increased by 11% to ` 3,090 crores in
FY 17 v/s ` 2,789 crores in FY 16.
- Consolidated PAT for FY 17 was ` 986 crores v/s ` 1,009
crores in FY 16.
The Company has enhanced its financial performance
on comparable basis on account of higher contribution
from Coal Trading and MDO as well as commencement of
generation from the Renewable businesses.
Operational PerformanceWe at Adani Enterprises Limited focus on sectors of national
interest paying attention to renewable energy, mining and
agro infrastructure business that is critical for the country.
The Government’s initiatives to enhance economic reforms
in the country are highly encouraging. We remain focused
on executing our strategy and increasing momentum of our
businesses across the key sectors for long term, sustainable
growth. We remain committed to play an enhanced role in
National Building across various geographies.
Key highlights of the Company’s consolidated operational
performance are as under -
Coal Trading volumes grew by 4% to 80.84 Million Metric
Tons (“MMT”).
Annexure to the Directors’ Report
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
64
Coal MDO volumes grew by 33% to 7.33 MMT.
Renewable Power Generation was 787.12 Million Units of
KWh.
City Gas Distribution volumes were up by 7% to 408.45
Million Metric Standard Cubic Meters (“MMSCM”).
Key Business Highlights:Coal TradingThe Company remained the largest Trader & Importer of
Thermal Coal in India during the financial year 2016-17 also
and maintained its market share in all sectors.
However, from FY 2017 onwards the growth has been
moderated due to changes in coal market in domestic coal
supply and changes in Indonesian regulations. Considering
the increase in availability of domestic coal, the coal trading
business is expected to exhibit muted growth over the near
to medium term. The Company has strong relationship
with coal miners, which has led to timely delivery of coal.
Also it has developed business relationship with diversified
customers across various end-use industries in India.
Coal Mining Development and Operations (“MDO”)Our coal mining business involves mining, processing,
acquisition, exploration and development of mining assets.
Domestic Coal Mining OperationsIn India, as part of the public private partnership model,
Government / Public sector companies including State
Gencos (State Electricity Boards), which are allotted coal
blocks, appoint a Mine Developer and Operator (“MDO”)
to undertake all activities relating to the development and
operations of a coal block allotted. After Hon’ble Supreme
Court’s 2014 order leading to cancellation of earlier coal
block allotment, Ministry of Coal passed and notified The
Coal Mines (Special Provisions) Act, 2015. As per new Act,
coal mines are being auctioned and allotted. Many of the
Government / Public sector companies who were allotted
coal blocks have undertaken bids for selection of MDO and
are at various stages of bid processes and subsequent award
of tender. The Company has participated widely in such
tenders to secure long term MDO contracts in the current
financial year. Many of these tenders are at advanced stage
of getting concluded.
Moreover, Ministry of Coal is also in process of opening up
commercial coal mining for private sector in phased manner,
which could be further opportunity for the Company to
leverage its mining capabilities and coal trading experience.
The Company has been appointed as MDO and is undertaking
activities relating to the development and operations of
certain coal blocks in India. The outlook for the sector
remains positive.
1
3
5.5 7.33
FY 14 FY 15 FY 16 FY 17
Parsa East and Kanta Basan Coal Block
Rajasthan Rajya Vidyut Utpadan Nigam Limited (“RRVUNL”)
has been allocated the Parsa East and Kanta Basan coal
blocks in Chhattisgarh. To undertake the MDO operations,
the Company entered into a joint venture agreement with
RRVUNL to form Parsa Kente Collieries Limited (“PKCL”),
wherein the Company owns 74% equity interest. This entails
development, mining, beneficiation of coal, arranging
transportation and delivery of washed coal to end power
projects of RRVUNL at Rajasthan. However, coal block
was de-allocated by the Hon’ble Supreme Court vide its
judgement dated 24th September, 2014. Ministry of Coal
had invited applications from Government Companies for
allotment of the coal block under Allotment Process. RRVUNL
applied for allocation of Parsa East and Kanta Basan coal
block and the coal block has been re-allotted to RRVUNL and
allotment agreement has been executed between RVUNL
and Nominated Authority on 26th March, 2015. Pursuant
to re-allotment, RRVUNL has decided to continue existing
contract with PKCL for development and operation of the
coal block.
The project commenced Mining Operations and dispatches
of Coal to Thermal Power stations of RRVUNL at the end of
March, 2013. For Financial Year 2016-17, Raw coal Production
was 8.27 MMT, Washed Coal Production was 7.41 MMT and
Washed Coal Dispatch to Thermal Power Plants of RRVUNL
was 7.33 MMT.
Domestic Coal Mining (MMT)
Adani Enterprises Limited | 25th Annual Report 2016-17
65
Kente Extension Coal Block
Rajasthan Rajya Vidyut Utpadan Nigam Limited (“RRVUNL”)
has been allocated the Kente Extension coal block at
Chhattisgarh. To undertake the MDO operations, the
Company had entered into a joint venture agreement with
RRVUNL to form Rajasthan Collieries Limited (RCL), wherein
the Company owns 74% equity interest. RRVUNL has entered
into a Coal Mining and Delivery Agreement with RCL on
3rd October, 2013. RCL as Mine Development & Operation
Contractor of Kente Extn coal block will be undertaking
the work of Mining and arranging for transportation and
delivery of Coal to RRVUNL’s Thermal Power Stations in the
State of Rajasthan. Further, RRVUNL has received allotment
letter for Kente Extn coal block on 31st March 2015. Coal
Block Development and Production Agreement (CBDPA)
was executed between Ministry of Coal and RRVUNL on
26th October 2015. Coal block is under development stage.
Parsa Coal Block
Parsa Coal Block was allocated to Chhattisgarh State Power
Generation Company Ltd. (CSPGCL). However, coal block
has been de-allocated by the Hon’ble Supreme Court vide
its judgement dated 24th September, 2014. Ministry of Coal
had invited applications from Government Companies for
allotment of the coal blocks under Allotment Process.
Pursuant to application of Rajasthan Rajya Vidyut Utpadan
Nigam Limited (“RRVUNL”) for Parsa coal block, RRVUNL
entered into an Allotment Agreement with the Ministry
of Coal on 30th March 2015. Subsequently, the Ministry of
Coal has allotted the coal block to RRVUNL vide allotment
letter dated 8th September, 2015. RRVUNL has entered into
a Coal Mining and Delivery Agreement with RCL on 24th May
2016. RCL as Mine Development & Operation Contractor
of Parsa coal block will be undertaking development of the
coal block, mining, beneficiation of coal, and arranging for
transportation and delivery of Coal to RRVUNL’s Thermal
Power Stations in the state of Rajasthan. Coal block is under
development stage.
Coal Mining in Indonesia. PT Adani Global, Indonesia a wholly-owned step down
subsidiary of the Company, has been awarded coal mining
concessions in PT Lamindo Inter Multikon and PT Mitra Niaga
Mulia (step down subsidiaries) in Bunyu island, Indonesia
from which coal is used for the captive consumption in
power projects.
The Bunyu Mines has Joint Ore Reserves Committee (JORC)
compliant resource of 269 Million Metric Tonnes (MMT) for
both the mines (i.e. combined). Production from both the
mines (combined) during the year 2016-17 has been at 4.04
Million Metric Tonnes (MMT).
Coal Mining in Australia
Our wholly owned step down subsidiaries in Australia have
100% interest in the Carmichael Coal Mine in the Galilee Basin
in Queensland, Australia. Subsequent to the receipt of the
environmental approvals, the Company has received three
individual Mining Leases with effect from 1st May, 2016 for the
Carmichael Coal Mine. Since receiving these approvals, there
have been four (4) Judicial Review challenges in State and
Federal Courts with respect to the approval decisions made
by respective authorities. One of these cases is concluded
in favour of the issuing authority and the company.
The remaining cases are on appeal, following initial judgements
in favour of the issuing authorities and the company. As at
31st March 2017, these remaining court processes are at
various stages of hearing and decision. The Company is
satisfied its environmental approvals and the mining lease
have been validly granted and will continue to vigorously
defend these challenges.
In addition to going through the approval processes, the
Company is currently updating its bankable feasibility
study and assessing its financing strategies with a target to
achieve production of coal in the FY 2021. At this time, the
Company is targeting a final investment decision in respect
for the Carmichael Coal Mine in the second half of the 2017
calendar year.
Renewable EnergyWith the macroeconomic environment favourable and
policies supportive, there has never been a more exciting
time to be involved in the renewable energy industry. To that
end we have put in place a number of initiatives to work
towards creating a more sustainable and green environment.
Our portfolio consists of grid-connected solar PV plants, solar
parks and wind farms located in different parts of India. We
provide complete access to the entire value chain in the
renewable space to the end user. Our ambition is to become
a 10,000 MW renewable energy generator by 2022.
66
The Company has commissioned a 100 MW Solar power
project in Punjab, which is the largest project in India with
Single Axis Tracking technology. The Company has also
commissioned a 48 MW Wind power project in Gujarat. With
this, the Company has now has operationalized renewable
projects of 808 MW (consisting 648 MW Solar Power
Plant in Kamuthi, Tamilnadu, 100 MW Solar Power Plant in
Bhatinda, Punjab and 60 MW Wind Energy in MP & Gujarat)
with a further pipeline of 1,264 MW of projects under various
stages of implementation across the country and the same
are estimated to be in operation during current financial
year. We also have a MOU with Rajasthan Government for
development of solar parks of capacity 10,000 MW in the
State. The Phase-I of solar park project in Badhla, Rajasthan
for 500 MW is at advance stage of development out of
which 250 MW has already auctioned by the Solar Energy
Corporation of India.
The Government of India has recently revised the national
target for solar power of 100 GW and to be achieved by
2022, triggers the demand for large scale manufacturing of
Solar PV components. The “Make in India” initiative of the
Government of India also provides necessary boost to the
local manufacturing of Solar Cells in India. The Solar mission
and Make in India initiatives are aimed at establishing
country as a solar manufacturing hub, to feed both growing
domestic industry as well as global markets.
The Company is setting up a Manufacturing facility to
produce Silicon Ingots/ wafers, Silicon Solar Cells, Modules
and support manufacturing facilities that includes EVA,
Back-sheet, Glass, Junction box and Solar cell and string
interconnect ribbon.
At this level of production, this plant will be the largest
vertically integrated producer of Ingots/Wafers, Solar Cells
and Modules in India and well supported by manufacturing
units of critical components designed to achieve maximum
efficiency in the Indian market.
This Solar PV manufacturing facility within EMC facility will
be the first to be located in an SEZ under the M-SIPS scheme.
City Gas DistributionOur City Gas Distribution (CGD) business is undertaken through
our Wholly Owned Subsidiary, Adani Gas Limited (“Adani
Gas”) to provide Piped Natural Gas (“PNG”) to household,
industrial and commercial consumers and Compressed
Natural Gas (“CNG”) for use in automobiles. Adani Gas has
set up a vast distribution network of approximately 360 km
of steel pipeline and approximately 5,000 km of polyethylene
pipelines and 70 CNG stations spread across Ahmedabad
and Vadodara in Gujarat, Faridabad in Haryana and Khurja in
Uttar Pradesh. Adani Gas is serving approx. 1033 industrial
units, 2,45,000 households and 2,112 commercial units in
these cities. AGL has achieved YoY volume growth of 5.5% in
CNG and growth of 9.4% in PNG in FY 2016-17. The growth
is mainly due to competitive pricing against substitute fuel.
For future expansion, our 50:50, Joint Venture Company
with Indian Oil Corporation Limited, namely Indian Oil-Adani
Gas Pvt. Ltd (IOAGPL) has been awarded the authorizations
for setting up CGD Network in Allahabad, Chandigarh,
Ernakulum, Daman, Paniat, Udham Singh nagar and Dharwad.
Operations in Chandigarh and Allahabad have already been
started during November and December 2016 respectively.
Projects are at various stages of implementation in other
cities.
On regulatory front, the favorable decision of Supreme Court
in IGL tariff case eliminates the regulatory uncertainty and is
very positive for CGD entities.
AgroEdible Oil and Agro-commodities tradingIn edible oil business, the Company has maintained its
leadership position with its “Fortune” brand and contributes
to lead the refined edible oil market.
The Company entered the edible oil refining business through
a 50:50 joint venture company, Adani Wilmar Limited (AWL)
with Singapore’s Wilmar group. AWL’s performance has been
outstanding during the year both in terms of revenue as well
as profitability. Revenue of the company has witnessed a
striking growth of approx. 30% on year-on-year basis. AWL
takes pride in being one of India’s Fastest Growing FMCG
companies.
AWL has continued to retain its top position in the FMCG-
ROCP segment and has secured an impressive market
share of almost 21%. In the coming years, the company will
continue to strengthen its foothold in the market with the
help of various pipeline projects. The company is firm on its
belief of embarking on research led innovations at regular
intervals. Be it the unique Rice Bran oil or the recently
introduced brand for diabetes care VIVO, both the initiatives
Adani Enterprises Limited | 25th Annual Report 2016-17
67
aim to enhance the healthy lifestyle of customers. With
the introduction of these innovative brands, the company
promises to continue to progress on the path of research
based innovative concepts.
The Go-To-Market (GTM) strategy which aims to provide a
better understanding of the existing business structure and
its relevance to new projects & identifying capability gaps
across the chain, is moving well on its path matching its steps
with the changing times. In order to make the entire chain of
business activities smooth and productive, an optimum use
of technology is made under the GTM strategy by recently
rolling out SFA and DMS technology across 40 cities in the
country. The plans are afoot to cover next 40 cities in another
three months’ time.
AWL has been felicitated by White Page International as one
of the Most Admired Brands and Business Leaders. It has also
been recognised as “Diamond Finalist” by DuPont for its Light
Weight Square Shaped edible oil bottle and 1g cap. AWL has
also been accorded with the Economic Times “Best Corporate
Brands” Award 2016 and Asia Training and Development
Excellence Award, Singapore 2016. The company’s “Fortune”
brand has been awarded Reader’s Digest Trusted Brand
Award 2016-17.
Adani Agri Fresh LtdAdani Agri Fresh Limited (AAFL), a Wholly Owned Subsidiary
of the Company has been developing integrated storage,
handling and transportation infrastructure for horticulture
produce. It has set up modern Controlled Atmosphere
storage facilities at three locations, Rewali, Sainj, and Rohru
in Shimla District of Himachal Pradesh. AAFL has also set up
a marketing network in major towns across India to cater to
the needs of wholesale, retail and organized retail customers.
AAFL which is marketing Indian fruits under the brand name
‘Farm-Pik’, has expanded its footprint in the branded fruit
segment. AAFL also imports Apple, Pear, Kiwi, Orange, Grapes
etc. from various countries for sale in India.
The production of apple during FY 17 was badly affected due
to climatic conditions and as a result, the price of apple during
the procurement season was very high. On the other hand,
apple production from Washington State and China which
contribute about 80% of India’s apple imports, witnessed
bumper production and consequently lower prices. Hence,
during the year, AAFL had consciously decided to purchase
Indian apples in a conservative manner.
During the year under review, AAFL bought 8,228 MT of
Indian apple valued ` 48.33 Crore and imported 7,352 MT of
various fruits, valued at ` 76.61 Crore. AAFL had sold 16,135
MT of domestic apple and 7,351 MT of imported fruits total
valued at ` 176.47 Crore.
Adani Agri Logistics LimitedAdani Agri Logistics Limited (AALL), a Wholly Owned
Subsidiary of the Company has entered into a service
agreement with the Food Corporation of India (FCI) and
Madhya Pradesh Warehousing and Logistics Corporation
for bulk food grains handling, storage and transportation.
The project was started in 2007 & it is now in the 10th year
of successful operations. The total storage capacity of 8.5
Lac MT food grain is spread across thirteen locations. The
implementation at two new projects for FCI is progressing as
per the plan. Recently, AALL has won agro storage project of
3 Lac MT from Punjab Grains Procurement Corporation Ltd.
Ship Fuelling The Company through its subsidiary, Adani Bunkering Pvt
Ltd (ABPL), is providing Bunkering Services (Fuel Oil and
Marine Gas Oil) to various Ocean going Vessels in India and
holds position as largest bunker suppler in India. Currently,
ABPL has physical bunkering facilities at Mundra, Hazira and
Goa with capabilities of supplying bunker fuel to the vessels
calling at any port in Gujarat & Goa. ABPL is also supplying
duty paid bunkers at other locations on back to back basis
through oil PSUs. ABPL in its endeavor to further increase
the volume continues to explore expansion possibility at
other locations in India.
Competitive Strengths and Outlook on opportunities The Company operates in a highly competitive and rapidly
changing market and has competitors in each of our major
business operations on a local, regional, national and
international level. Although barriers to entry are high in
a number of our businesses due to the costs associated
with such entry, we continue to face competition from new
entrants.
The Company continues to strengthen its position by
successfully differentiating its product and service
offerings, increasing the scale of its operations and new
acquisitions across the globe. Further, the group-wide
business transformation program aims to deliver a large
scale competitive advantage and use of technology for its
advantage.
68
The Company has a strong track record in the successful
development and execution of projects in various business
segments. Access to financing sources, partners and industry
expertise enables us to identify and value new projects
effectively, assess risks and evaluate results which provide
a significant competitive edge. We will continue to focus
on and create world class projects in each of our business
initiatives in resources, energy and agro verticals.
Risk ManagementThe Company is exposed to business risks which may
be internal as well as external. The Company has a
comprehensive risk management system in place, which
is tailored to the specific requirements of its diversified
businesses, is deployed, taking into account various factors,
such as the size and nature of the inherent risks and the
regulatory environment of the individual business segment
or operating company. The risk management system enables
it to recognize and analyze risks early and to take the
appropriate action. The senior management of the Company
regularly reviews the risk management processes of the
Company for effective risk management.
The Company is subject to risks arising from interest rate
fluctuations. The Company maintains its accounts and
reports its financial results in rupees. As such, the Company
is exposed to risks relating to exchange rate fluctuations. The
Corporate Risk Management Cell works with the businesses
to establish and monitor the specific profiles including
strategic, financial and operational risks.
We believe that our multi-location operations also allow us
to leverage the competitive advantages of each location to
enhance our competitiveness and reduce geographic and
political risks in our businesses.
Internal Control SystemsThe Company has put in place strong internal control systems
and best in class processes commensurate with its size and
scale of operations.
A well-established multidisciplinary Management Audit
& Assurance Services consists of professionally qualified
accountants, engineers and SAP experienced executives
which carries out extensive internal audits throughout
the year, cutting across all functional areas and submits
its reports to Management and Audit Committee about
risk management, compliance with internal controls and
efficiency and effectiveness of operations. Some Key
Features of the Company’s internal controls system are:
Adequate documentation of Policies & Guidelines.
Preparation & monitoring of Annual Budgets through
monthly review for all operating & service functions.
Management Audit department prepares Risk Based
Internal (RBIA) Scope with the frequency of audit being
decided by risk ratings of areas / functions. Risk based
scope is mutually accepted by various functional heads /
process owners / CEO & CFO.
The entire internal audit processes are web enabled and
managed on-line by Audit Management System (AMS).
The Company has a strong Compliance Management
System which runs on an online monitoring system.
Company has a well-defined Delegation of Power with
authority limits for approving revenue & capex expenditure.
Company uses ERP system to record data for accounting,
consolidation and management information purposes and
connects to different locations for efficient exchange of
information.
Apart from having all policies, procedures and internal
audit mechanism in place, Company periodically engages
outside experts to carry out an independent review of the
effectiveness of various business processes and invites
suggestions for process imrpovement.
Internal Audit is carried out in accordance with auditing
standards to review design effectiveness of internal
control system & procedures to manage risks, operation
of monitoring control, compliance with relevant policies &
procedure and recommend improvement in processes and
procedure.
The Audit Committee of the Board of directors regularly
reviews the adequacy & effectiveness of various components
of internal controls system, including internal audit
effectiveness and monitor implementation of internal audit
recommendations.
Business Process TransformationThe transformation program covering Operating model
re-alignments, Process refinements, Technology enablement
and Capacity building, is on track, with some interventions
Adani Enterprises Limited | 25th Annual Report 2016-17
69
already in sustenance phase while rest are near completion.
Change champions community across the group is fully
engaged in driving benefits from these transformation
initiatives and in promoting active adoption and continuous
improvements. Benefits in terms of improved process
efficiencies, better asset utilization, and enhanced service
delivery are being realized.
The transformation initiatives have also been successfully
extended to newly acquired facilities across businesses,
leveraging cross site teams and intellectual assets created
under the program. Besides, several experiments and pilots
focused at using digital and operational technologies are
being undertaken, to understand their potential in value
addition and in providing sustainable competitive advantage.
Scaling up and adoption of successful pilots shall form
agenda for next phase of transformation.
Human Resources Strategy During the year, the Company continued its journey towards
to Building Organization for current as well as future
sustainability by attracting and retaining best in class
talents. The Business Process Transformation (BPT) activities
focused on process standardization and IT enablement &
Digitization of HR Processes introduced in 2015-16 were
further strengthened. Further, Senior leadership clearly
articulated the HR priorities of the organization with high
focus on strengthening the existing practices in the areas
of performance management, Learning & Development, and
Talent Management.
The Company hires best talent available from the market
meeting its diverse requirements. The talent acquisition
process further got strengthened with higher focus on
bringing the talent with high adaptive leadership skills who
will be able to scale up and meet the future leadership
requirements of the company. Also, the best talent from the
premier business schools of the country i.e. IIMs, ISB etc..
were recruited to harness the talent for future requirements
of the organization.
As an organisation, the Company strongly believes in creating
high performance and meritocracy driven culture with
transparent reward systems. Accordingly the Performance
Management System is reviewed to bring in the simplicity
and higher engagement from the employees. Showing its
commitment towards a high empowering organization,
company actively sought feedback from all employees
in devising the future HR Strategy of the organization
and also revising the existing HR Policies and Benefits.
Interventions such as 360 degree feedback are as part of
promoting employee Respect and Dignity oriented culture
in the organization. Active communication channels were
created to ensure that employees are kept abreast about
the interventions taken up and also to create inclusive
partnership for institutionalizing transformed HR processes.
Taking Learning & Development efforts to the next level,
Company has partnered with the world’s premier business
school for imparting leadership capability in employees
through highly focused leadership development programme.
A lot of focus is being given to enhance people capability
through a comprehensive Learning & Development
management philosophy which includes Self Learning
modules, Behavioral, Functional / Domain and Business
related trainings covering employees across levels.
Cautionary NoteStatements in the Management Discussion and Analysis
describing the Company’s objectives, projections, estimates,
expectations and others may constitute “forward-looking
statements” within the meaning of applicable securities
laws and regulations. Actual results may differ from
those expressed or implied. Several factors that could
significantly impact the Company’s operations include
economic conditions affecting demand, supply and price
conditions in the domestic and overseas markets, changes
in the Government regulations, tax laws and other statutes,
climatic conditions and such incidental factors over which
the Company does not have any direct control.
The Company undertakes no obligation to publicly update or
revise any forward-looking statements, whether as a result of
new information, future events, or otherwise.
*******************
70
1. Company’s philosophy on code of governanceCorporate Governance is based on the principles of
integrity, fairness, equity, transparency, accountability and
commitment to values. The Company continues to focus on
good Corporate Governance, in line with the best practices
in the areas of Corporate Governance. We are firm in the
belief that Corporate Governance means commitment
for achievement of value based growth and meeting the
commitment within the predefined time frame without
compromising with ethical standards, set paradigms,
transparency in transactions and fixing of accountability.
Courage, Trust and Commitment are the main tenents of our
Corporate Governance Philosophy -
Courage: we shall embrace new ideas and businesses.
Take calculated risks in pursuing new and big business
opportunities.
Trust: we shall believe in our employees and other
stakeholders.
Commitment: we shall standby our promises and adhere to
high standards of business.
The Company is in compliance with the conditions of
corporate governance as required under the SEBI (Listing
Obligations and Disclosures Requirements) Regulations,
2015 (“SEBI Listing Regulations”), as applicable.
2. Board of DirectorsThe “Board”, being the trustee of the Company, responsible
for the establishment of cultural, ethical and accountable
growth of the Company, is constituted with a high level of
integrated, knowledgeable and committed professionals. The
Board provides strategic guidance and independent views
to the Company’s senior management while discharging its
fiduciary responsibilities.
a) Composition of the Board:
The Company has a balanced board with optimum
combination of Executive and Non-Executive Directors,
including independent professionals, which plays a crucial
role in Board processes and provides independent judgment
on issues of strategy and performance. The Board currently
comprises 10 (Ten) Directors out of which 4 (Four) Directors
(40%) are Executive Directors, 1 (One) is Non-Executive, Non-
Independent Director and remaining 5 (Five) are Independent
Directors. Independent Directors are non-executive directors
as defined under Regulation 16(1)(b) of the SEBI Listing
Regulations. The maximum tenure of the Independent
Directors is in compliance with the Companies Act, 2013.
All the Independent Directors have confirmed that they meet
the criteria as mentioned under regulation 16(1)(b) of the SEBI
Listing Regulations and Section 149 of the Companies Act,
2013. The present strength of the Board reflects judicious
mix of professionalism, competence and sound knowledge
which enables the Board to provide effective leadership to
the Company.
None of the Directors on the Company’s Board is a Member of
more than 10 (ten) Committees and Chairman of more than
5 (five) Committees (Committees being, Audit Committee
and Stakeholders’ Relationship Committee) across all the
companies in which he/she is a Director. All the Directors
have made necessary disclosures regarding Committee
positions held by them in other companies and do not hold
the office of Director in more than 10 (ten) public companies
as on 31st March, 2017.
The composition of the Board is in conformity with the
Regulation 17 of the SEBI Listing Regulations.
Annexure to the Directors’ Report
CORPORATE GOVERNANCE REPORT
Adani Enterprises Limited | 25th Annual Report 2016-17
71
The composition of the Board of Directors and the number of Directorships and Committee positions held by them as on
31st March, 2017 are as under:
Name and Designation (DIN) of Director Category No. of other Directorships
held1
(Other than AEL)
No. of Board Committees2 (other than AEL) in which Chairman /
Member
Chairman Member
Mr. Gautam S. Adani Executive Chairman (DIN: 00006273)
Promoter Executive
4 - -
Mr. Rajesh S. Adani Managing Director (DIN: 00006322)
Promoter Executive
7 3 6
Mr. Pranav Adani Director (DIN: 00008457)
Promoter Executive
7 2 -
Mr. Vasant S. AdaniDirector(DIN: 00006356)
Non Executive - - -
Mr. Ameet H. Desai Executive Director & CFO (DIN: 00007116)
Executive Director
5 - -
Mr. Anil AhujaDirector(DIN: 00759440)
Non Executive (Independent)
- - -
Mr. Berjis DesaiDirector(DIN: 00153675)
Non Executive (Independent)
9 2 6
Mr. Hemant M. NerurkarDirector(DIN: 00265887)
Non Executive (Independent)
7 2 2
Mr. V. Subramanian4 Director(DIN: 00357727)
Non Executive (Independent)
7 - 4
Mrs. Vijaylaxmi Joshi5 Director(DIN: 00032055)
Non Executive (Independent)
- - -
Notes :
1. The Directorships held by the Directors, as mentioned above excludes alternate directorships, directorships in foreign
companies, Companies under Section 8 of the Companies Act, 2013 and Private Limited Companies, which are not the
subsidiaries of Public Limited Companies.
2. Represents Membership / Chairmanship of two Committees viz. Audit Committee and Stakeholders’ Relationship Committee
as per Regulation 26 of the SEBI Listing Regulations.
3. As on 31st March, 2017, none of the Directors of the Company were related to each other except Mr. Rajesh S. Adani,
Managing Director and Mr. Vasant S. Adani, Director being brothers of Mr. Gautam S. Adani, Chairman.
4. Mr. V. Subramanian was appointed as an Additional Director of the Company w.e.f. 22nd August, 2016.
5. Mrs. Vijaylaxmi Joshi was appointed as an Additional Director of the Company w.e.f. 2nd December, 2016.
6. Ms. Dharmishta N. Rawal and Dr. Ravindra Dholakia resigned as directors of the Company w.e.f. 25th April, 2016 and
24th May, 2016 respectively due to their pre-occupation.
72
Board Meetings and Procedure
The internal guidelines for Board / Committee meetings
facilitate the decision making process at the meetings of the
Board/Committees in an informed and efficient manner.
Board Meetings are governed by structured agenda. All major
agenda items are backed by comprehensive background
information to enable the Board to take informed decisions.
The Company Secretary in consultation with the Senior
Management prepares the detailed agenda for the meetings.
Agenda papers and Notes on Agenda are circulated to the
Directors, in advance, in the defined Agenda format. All
material informations are being circulated along with Agenda
papers for facilitating meaningful and focused discussions
at the meeting. Where it is not practicable to attach any
document to the Agenda, the same is tabled before the
meeting with specific reference to this effect in the Agenda.
In special and exceptional circumstances, additional or
supplementary item(s) on the Agenda are permitted. In
order to transact some urgent business, which may come up
after circulation agenda papers, the same is placed before
the Board by way of Table Agenda or Chairman’s Agenda.
Frequent and detailed deliberation on the agenda provides
the strategic roadmap for the future growth of the Company.
Minimum 4 (four) pre-scheduled Board meetings are held
every year. Apart from the above, additional Board meetings
are convened by giving appropriate notice to address the
specific needs of the Company. In case of business exigencies
or urgency of matters, resolutions are also passed by way of
circulation. The meetings are usually held at the Company’s
Registered Office at Adani House, Near Mithakhali Six Roads,
Navranpura, Ahmedabad – 380 009, Gujarat.
Detailed presentations are made at the Board / Committee
meetings covering Finance, major business segments and
operations of the Company, global business environment,
all business areas of the Company including business
opportunities, business strategy and the risk management
practices before taking on record the quarterly / half yearly /
annual financial results of the Company.
The required information as enumerated in Part A of Schedule
II to SEBI Listing Regulations is made available to the Board
of Directors for discussions and consideration at every Board
Meetings. The Board periodically reviews compliance reports
of all laws applicable to the Company as required under
Regulation 17(3) of the SEBI Listing Regulations.
The important decisions taken at the Board / Committee
meetings are communicated to departments concerned
promptly. Action taken report on the decisions taken at the
meeting(s) is placed at the immediately succeeding meeting
of the Board / Committee for noting by the Board / Committee.
4 (Four) Board Meetings were held during the financial year
2016-17. The Company has held at least one Board meeting
in every quarter and the gap between two meetings did not
exceed one hundred and twenty days. The necessary quorum
was present in all the meetings. Leave of absence was
granted to the concerned directors who could not attend the
respective board meeting on request. The dates on which the
Board Meetings were held during FY 2016-17 are as follows:
4th May, 2016, 10th August, 2016, 24th October, 2016 and
14th February, 2017.
The Companies Act, 2013 read with the relevant rules made
thereunder, now facilitates the participation of a Director
in Board/Committee Meetings through video conferencing
or other audio visual mode. Accordingly, the option to
participate in the Meeting through video conferencing was
made available for the Directors except in respect of such
Meetings/Items which are not permitted to be transacted
through video conferencing.
Adani Enterprises Limited | 25th Annual Report 2016-17
73
The details of attendance of Directors at the Board Meetings and at the last Annual General Meeting are as under:
Name of Director Number of Board Meetings held and attended during FY 2016-17
Attended Last AGM
Held during the tenure
Attended
Mr. Gautam S. Adani 4 4 YesMr. Rajesh S. Adani 4 4 YesMr. Pranav Adani 4 4 YesMr. Vasant S. Adani 4 4 YesMr. Ameet H. Desai 4 4 YesMr. Anil Ahuja 4 4 YesMr. Berjis Desai 4 2 NoMr. Hemant Nerurkar 4 4 YesMr. V. Subramanian1 2 2 N.A.Mrs. Vijaylakshmi Joshi2 1 1 N.A.Dr. Ravindra H. Dholakia3 1 1 N.A.
1. Appointed as an Additional Director of the Company w.e.f. 22nd August, 2016.
2. Appointed as an Additional Director of the Company w.e.f. 2nd December, 2016.
3. Resigned as Director of the Company w.e.f. 24th May, 2016.
4. Ms. Dharmishta N. Rawal Resigned as Director of the Company w.e.f. 25th April, 2016.
Notes on Directors appointment / re-appointmentBrief resume(s) of the Directors proposed to be appointed /
re-appointed are given in the Explanatory Statement annexed
to the Notice convening the Annual General Meeting.
3. Committees of the BoardThe Board Committees play a vital role in ensuring sound
Corporate Governance practices. The Committees are
constituted to handle specific activities and ensure speedy
resolution of the diverse matters. The Board Committees
are set up under the formal approval of the Board to carry
out clearly defined roles under which are considered to
be performed by members of the Board, as a part of good
governance practice. The Board supervises the execution
of its responsibilities by the Committees and is responsible
for their action. The minutes of the meetings of all the
Committees are placed before the Board for review. As on
date the Board has established the following Committees:
A. Audit Committee
B. Nomination and Remuneration Committee
C. Stakeholders’ Relationship Committee
D. Corporate Social Responsibility Committee
E. Risk Management Committee
F. Securities Transfer Committee
A. Audit CommitteeThe Audit Committee acts as a link among the Management,
the Statutory Auditors, Internal Auditors and the Board of
Directors to oversee the financial reporting process of the
Company. The Committee’s purpose is to oversee the quality
and integrity of accounting, auditing and financial reporting
process including review of the internal audit reports and
action taken report.
Terms of Reference:
The powers, role and terms of reference of the Audit
Committee covers the areas as contemplated under SEBI
Listing Regulations and Section 177 of the Companies Act,
2013. The brief terms of reference of Audit Committee are
as under:
1. Oversight of the Company’s financial reporting process
and the disclosure of its financial information to ensure
that the financial statement is correct, sufficient and
credible;
2. Recommendation for appointment, remuneration and
terms of appointment of auditors of the Company;
3. Approval of payment to statutory auditors for any other
services rendered by the Statutory Auditors;
74
4. Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the Board for approval, with particular reference to;
a) Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of Section 134(3)(c) of the Companies Act, 2013.
b) Changes, if any, in accounting policies and practices and reasons for the same.
c) Major accounting entries involving estimates based on the exercise of judgment by the management.
d) Significant adjustments made in the financial statements arising out of audit findings.
e) Compliance with listing and other legal requirements relating to financial statements.
f) Disclosure of any related party transactions
g) Modified opinion(s) in the draft audit report
5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency, monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
7. Review and monitor the Auditor’s independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the Company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the Company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, the performance of statutory and internal auditors, adequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults, if any, in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
18. To review the functioning of the Whistle Blower mechanism;
19. Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate;
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
21. Reviewing financial statements, in particular the investments made by the Company’s unlisted subsidiaries.
Review of Information by Audit Committee:1. The Management discussion and analysis of financial
condition and results of operations;
2. Statement of significant related party transactions submitted by management.
3. Management letters / letters of internal control weaknesses issued by the statutory auditors;
4. Internal audit reports relating to internal control weaknesses; and
5. The appointment, removal and terms of remuneration of the Chief Internal Auditor.
6. Statement of deviations : a) quarterly statement of deviation(s) including report of
monitoring agency, if applicable, submitted to stock exchange(s).
b) annual statement of funds utilized for purposes other
than those stated in the offer document / prospectus
/ notice.
Adani Enterprises Limited | 25th Annual Report 2016-17
75
Meetings, Attendance & Composition of the Audit CommitteeDuring the FY 2016-17, four meetings of the Audit Committee were held on 4th May, 2016, 9th August, 2016,
24th October, 2016 and 14th February, 2017. The intervening gap between two meetings did not exceed four months.
All members of the Audit Committee have accounting and
financial management knowledge and expertise / exposure.
The Audit Committee meetings are attended by the Internal
Auditors, Statutory Auditors, Chief Financial Officer and
head of finance.
Mr. Jatin Jalundhwala, Company Secretary and Compliance
Officer act as a Secretary of the Committee. The Chairman
of the Audit Committee attended the last Annual General
Meeting (AGM) held on 10th August, 2016 to answer
shareholders’ queries.
B. Nomination and Remuneration CommitteeThe constitution and terms of reference of Nomination and
Remuneration Committee of the Company are in compliance
with provisions of Companies Act, 2013 and the SEBI Listing
Regulations.
Terms of reference:
1. Formulation of the criteria for determining qualifications,
positive attributes and independence of a director
and recommend to the Board a policy, relating to the
remuneration of the directors, key managerial personnel
and other employees;
2. Formulation of criteria for evaluation of Independent
Directors and the Board of directors;
3. Devising a policy on Board diversity;
4. Identifying persons who are qualified to become directors
and who may be appointed in senior management in
accordance with the criteria laid down, and recommend
to the Board their appointment and removal and shall
carry out evaluation of every director’s performance.
5. To extend or continue the term of appointment of
the independent director, on the basis of the report of
performance evaluation of independent directors.
6. To recommend / review remuneration of the Managing
Director(s) and Whole-time Director(s) based on their
performance and defined assessment criteria.
7. To carry out any other function as is mandated by the
Board from time to time and / or enforced by any statutory
notification, amendment or modification, as may be
applicable.
8. To perform such other functions as may be necessary or
appropriate for the performance of its duties..
Meeting, Attendance & Composition of the Nomination and
Remuneration Committee
During FY 2016-17, one meeting of the Nomination and
Remuneration Committee was held on 22nd August, 2016.
The details of the Audit Committee meetings attended by its members as on 31st March, 2017 are given below:
Sr.
No
Name Designation(s) Category Number of meetings held
during FY 2016-17
Held during
the tenure
Attended
1 Mr. Hemant Nerurkar1 Chairman Non-Executive & Independent Director 4 4
2 Mr. Ameet H. Desai Member Executive Director 4 4
3 Mr. Anil Ahuja Member Non-Executive & Independent Director 4 4
4 Mr. V. Subramanian2 Member Non-Executive & Independent Director 2 2
5 Dr. Ravindra H. Dholakia3 Chairman
(upto 04.05.2016)
Non-Executive & Independent Director 1 1
1. Designated as Chairman of the Audit Committee w.e.f. 4th May, 2016.
2. Appointed as Member of the Audit Committee w.e.f. 24th October, 2016.
3. Resigned as Director of the Company w.e.f. 24th May, 2016. Accordingly, he also ceased as Member of the Audit Committee
with effect from the said date.
76
The details of the Nomination and Remuneration Committee meeting attended by its members as on 31st March, 2017 are given below:
Sr.
No
Name Designation(s) Category Number of meetings held
during FY 2016-17
Held during
the tenure
Attended
1. Mr. Hemant M.Nerurkar1 Chairman Non-Executive & Independent Director 1 1
2. Mr. Anil Ahuja Member Non-Executive & Independent Director 1 -
3. Mr. Vasant S. Adani2 Member Non-Executive & Non-Independent Director 1 1
4. Mr. V. Subramanian3 Member Non-Executive & Independent Director N.A. N.A.
4. Dr. Ravindra H. Dholakia4 Chairman (upto
04.05.2016)
Non-Executive & Independent Director N.A. N.A.
1. Appointed as Chairman of the Nomination and Remuneration Committee w.e.f. 4th May, 2016.
2. Appointed as Member of the Nomination and Remuneration Committee w.e.f. 4th May, 2016.
3. Appointed as Member of the Nomination and Remuneration Committee w.e.f. 24th October, 2016.
4. Resigned as a Director of the Company w.e.f. 24th May, 2016. Accordingly, he also ceased as Member of the Nomination and
Remuneration Committee with effect from the said date.
The Quorum of the Committee is of two members.
The Board of Directors review the Minutes of the Nomination
& Remuneration Committee Meetings at its subsequent
Board Meetings.
The Company Secretary acts as a Secretary to the Committee.
Remuneration Policy
The remuneration policy of the Company is directed towards
rewarding performance, based on review of achievements
on a periodic basis. The Company endeavours to attract,
retain, develop and motivate the high-calibre executives and
to incentivize them to develop and implement the Group’s
Strategy, thereby enhancing the business value and maintain
a high performance workforce. The policy ensures that the
level and composition of remuneration of the Directors is
optimum.
i) Remuneration to Non-Executive Directors
The remuneration by way of commission to the non-executive
directors is decided by the Board of Directors and paid to
them based on their participation and contribution in the
affairs of the Company as well as the valuable time spent on
Company’s matters. The Members had at the Annual General
Meeting held on 11th August, 2015 approved the payment of
remuneration by way of commission to the Non-Executive
directors other than promoter directors of the Company, of
a sum not exceeding 1% per annum of the net profits of the
Company, calculated in accordance with the provisions of
the Act for a period of 5 years commencing 1st April, 2015.
In addition to commission, Non-Executive Directors are
paid ` 20,000/- as sitting fees and actual reimbursement of
expenses incurred for attending each meeting of the Board
and Committee.
The Company has also taken a Directors’ & Officers’ Liability
Insurance Policy.
The Executive and Promoter group Directors are not being
paid sitting fees for attending meetings of the Board of
Directors and its committees. Other than sitting fees and
commission paid to Non-Executive Directors, there were no
pecuniary relationships or transactions by the Company with
any of the Non-Executive and Independent Directors of the
Company. The Company has not granted stock options to
Non-Executive and Independent Directors.
Adani Enterprises Limited | 25th Annual Report 2016-17
77
No remuneration has been paid to one Non-executive and
Non-independent Director of Company.
Performance Evaluation Criteria for Independent Directors:
The performance evaluation criteria for independent
directors is determined by the Nomination and
Remuneration Committee. An indicative list of factors that
may be evaluated include participation and contribution by
a director, commitment, effective deployment of knowledge
and expertise, effective management of relationship with
stakeholders, integrity and maintenance of confidentiality
and independence of behavior and judgement.
ii) Remuneration to Executive Directors.
The remuneration of the Executive Directors is recommended
by the Nomination and Remuneration Committee based
on criteria such as industry benchmarks, the Company’s
performance vis-à-vis the industry, responsibilities
shouldered, performance/track record, macro economic
review on remuneration packages of heads of other
organisations and is decided by the Board of Directors.
The Company pays remuneration by way of salary, perquisites
and allowances (fixed component), incentive remuneration
and/or commission (variable components) to its Executive
Directors within the limits prescribed under the Companies
Act, 2013 and approved by the shareholders.
There is no separate provision for payment of severance fees
under the resolutions governing the appointment of Executive
Chairman, Managing Director and Executive Director.
The Company has not granted stock options to the Managing
/ Executive Directors or Employees of the Company.
The aforesaid Executive Directors, so long as they function as
such shall not be entitled to any sitting fees for attending any
meetings of Board or Committees thereof.
The details of sitting fees and commission paid to Non Executive and Independent Directors for the Financial Year 2016-17 are as under:
(H In Lacs)
Name of the Directors Sitting Fees paid during FY 2016-17 Commission Total No. of Shares held as on
31st March, 2017Board Meeting Committee Meeting
Mr. Anil Ahuja 0.80 0.80 Nil 1.60 Nil
Mr. Berjis Desai 0.40 N.A. 12.00 12.40 Nil
Mr. Hemant M. Nerurkar 0.80 1.20 12.00 14.00 Nil
Mr. V. Subramanian1 0.40 0.60 7.30 8.30 Nil
Mrs. Vijaylaxmi Joshi2 0.20 N.A. 4.00 4.20 Nil
Dr. Ravindra H. Dholakia3 0.20 0.40 1.80 2.40 Nil
1. Appointed as an Additional Director of the Company w.e.f. 22th August, 2016.
2. Appointed as an Additional Director of the Company w.e.f. 2th December, 2016.
3. Resigned as Director of the Company w.e.f. 24th May, 2016.
Details of the remuneration paid / payable to the Executive Directors of the Company during the financial year 2016-17 are as
under: (H in Crore)
Name & Designation of Directors Salary Perquisites &
Allowances
Commission* Total
Mr. Gautam S. Adani, Executive Chairman 1.73 0.29 -- 2.02
Mr. Rajesh S. Adani, Managing Director 2.63 0.70 1.00 4.33
Mr. Pranav V. Adani, Director 0.91 1.59 0.50 3.00
Mr. Ameet H. Desai, Executive Director & CFO 2.38 8.44 -- 10.82
* Payable in FY 2017-18
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C. Stakeholders’ Relationship CommitteeThe constitution and terms of reference of Stakeholders’
Relationship Committee of the Company are in compliance with
provisions of Companies Act, 2013 and SEBI Listing Regulations.
Terms of Reference:
1. Oversee and review all matters connected with the
transfer of the Company’s securities.
2. Monitor redressal of investors’ / shareholders’ / security
holders’ grievances.
3. Oversee the performance of the Company’s Registrar and
Transfer Agents.
4. Recommend methods to upgrade the standard of services
to investors.
5. Carry out any other function as is referred by the Board
from time to time or enforced by any statutory notification
/ amendment or modification as may be applicable.
As a part of good corporate governance practice, the
Company places before the committee a certificate of
Practicing Company Secretary certifying the details of
complaints received and their disposal during the quarter.
Composition, Meetings and Attendance of Stakeholders’
Relationship Committee
During the FY 2016-17, four meetings of the said
Committee were held on 4th May, 2016, 9th August, 2016,
24th October, 2016 and 14th February, 2017.
The Company Secretary is the Compliance Officer of the
Company as per requirements of the SEBI Listing Regulations.
The Minutes of the Shareholders’ Relationship Committee
are reviewed by the Board of Directors at the subsequent
Board Meeting.
Redressal of Investor GrievancesThe Company and its Registrar and Share Transfer Agent
addresses all complaints, suggestions and grievances
expeditiously and replies are sent usually within 7-10
days except in case of dispute over facts or other legal
impediments and procedural issues. The Company
endeavours to implement suggestions as and when received
from the investors.
During the year under review, a total of 6 (six) investors’
complaints / correspondences were received and resolved.
There was no unattended or pending investor grievance as
on 31st March, 2017.
D. Corporate Social Responsibility (“CSR”) CommitteeThe Company has constituted a CSR Committee as required
under Section 135 of the Companies Act, 2013 and rules
framed there under.
Terms of reference of the Committee, interalia, includes the
following:
1. To formulate and recommend to the Board, a Corporate
Social Responsibility Policy which shall indicate the
activities to be undertaken by the Company as specified
in Schedule VII of the Companies Act, 2013 and rules
made there under;
2. To recommend the amount of expenditure to be incurred
on the CSR activities.
The details of the Stakeholders’ Relationship Committee meetings attended by its members as on 31st March, 2017 are given
below:
Sr.
No
Name Designation(s) Category Number of meetings held
during FY 2016-17
Held during
the tenure
Attended
1. Mr. Vasant S. Adani Chairman Non-Executive 4 4
2. Mr. Ameet H. Desai Member Executive Director 4 4
3. Mr. V. Subramanian1 Member Independent, Non-Executive 1 1
4. Dr. Ravindra H. Dholakia2 Member Independent, Non-Executive 1 1
1. Appointed as Member of the Stakeholders’ Relationship Committee w.e.f. 24th October, 2016.
2. Resigned as Director of the Company w.e.f. 24th May, 2016. Accordingly, he also ceased as Member of the Stakeholders’
Relationship Committee with effect from the said date.
Adani Enterprises Limited | 25th Annual Report 2016-17
79
3. To monitor the implementation of framework of CSR
Policy.
4. To carry out any other function as is mandated by the
Board from time to time and/or enforced by any statutory
notification, amendment or modification as may be
applicable or as may be necessary or appropriate for
performance of its duties.
CSR Policy
The CSR Policy of the Company is available on its website
http://www.adanienterprises.com/investors/investor-
download.
Composition, Meetings and Attendance of CSR Committee
During the year under review, one CSR Committee Meeting
was held on 4th May, 2016.
The Quorum of the Committee is of two members.
The Board of Directors review the Minutes of the CSR
Committee Meetings at subsequent Board Meetings.
The Company Secretary acts as a Secretary to the Committee.
E. Risk Management Committee:The Risk Management Committee of the Company is
constituted in line with the provisions of Regulation 21 of the
SEBI Listing Regulations.
The Committee is required to lay down the procedures
to inform to the Board about the risk assessment and
minimization procedures and the Board shall be responsible
for framing, implementing and monitoring the risk
management plan of the Company.
Composition, Meetings and Attendance of Risk Management CommitteeDuring the year under review, one Risk Management
Committee Meeting was held on 14th February, 2017.
The details of the CSR Committee meetings attended by its members during FY 2016-17 are given below:
Sr.
No
Name Designation(s) Category Number of meetings held during
FY 2016-17
Held Attended
1. Mr. Rajesh S. Adani Chairman Executive Promoter 1 1
2. Mr. Vasant S. Adani Member Non-Executive 1 1
3. Mr. Hemant M. Nerurkar Member Independent, Non-Executive 1 1
The details of the Risk Management Committee meeting attended by its members as are given below:
Sr. No
Name Designation(s) Category Number of meetings held during FY 2016-17
Held Attended1. Mr. Rajesh S. Adani Chairman Executive Promoter 1 12. Mr. Ameet H. Desai Member Executive Director 1 13. Mr. Vinay Prakash Member - 1 1
1. Dr. Ravindra H. Dholakia resigned as Director of the Company w.e.f. 24th May, 2016. Accordingly, he also ceased as a Member
of the Risk Management Committee with effect from the said date.
The Company has a risk management framework to identify,
monitor and minimize risks.
The Quorum of the Committee is of two members.
The Board of Directors review the Minutes of the Risk
Management Committee Meetings at subsequent Board
Meetings.
The Company Secretary acts as a Secretary to the Committee.
F. Securities Transfer CommitteeIn order to provide efficient and timely services to investors,
the Board of Directors has delegated the power of approving
transfer/transmission of Company’s Securities, issue of
duplicate share / debenture certificates, split up / sub-division,
and consolidation of shares, issue of new certificates on
re-materialization, sub-division and other related formalities
to the Securities Transfer Committee.
No requests for transfers of any Securities are pending as
on 31st March, 2017 except those that are disputed and / or
sub-judiced.
80
Whistle Blower Policy:The Company has adopted a whistle blower policy and has
established the necessary vigil mechanism for employees and
directors to report concerns about unethical behaviour. No
person has been denied access to the chairman of the audit
committee. The said policy is uploaded on the website of
the Company at http://www.adanienterprises.com/investors/
investor-download. During the year under review, there were
no cases of whistle blower.
Investor ServicesM/s Sharepro Services (India) Private Limited acted as a
Registrar & Share Transfer Agent of the Company upto
19th June, 2016, thereafter pursuant to SEBI Ex Parte-
Ad-Interim Order No. WTM/RKA/MIRSD2/41/2016 dated
22nd March, 2016, the Company has appointed M/s. Link
Intime India Private Limited as its Registrar & Share Transfer
Agent in place of Sharepro Services (India) Private Limited
w.e.f. 20th June, 2016. They have adequate infrastructure
and VSAT connectivity with both the depositories, which
facilitate better and faster services to the investors.
a) Name, Designation and Address of the Compliance Officer:Mr. Jatin JalundhwalaCompany Secretary and Compliance Officer
Adani Enterprises Limited“Adani House”, Near Mithakhali Six Roads, Navarangpura,
Ahmedabad – 380 009, Gujarat, India,
Tel No. ; (079) 25555 555, 26565 555
Fax No. : (079) 26565 500, 25555 500,
E-mail ID : [email protected]
Whether special resolutions were put through postal ballot last year, details of voting pattern: No
Whether any resolutions are proposed to be conducted through postal ballot: No Resolution is proposed to be
passed by way of Postal Ballot at the ensuing Annual General
Meeting.
Procedure for postal ballot:Prescribed procedure for postal ballot as per the provisions
contained in this behalf in the Companies Act, 2013 read
with rules made there under as amended from time to time
shall be complied with whenever necessary.
5. Subsidiary CompaniesThe Company does not have any material non-listed Indian
Subsidiary, and hence, is not required to nominate an
Independent Director of the Company on the Board of any
subsidiary. The subsidiaries of the Company function with
an adequately empowered Board of Directors and sufficient
resources.
For more effective governance, the Company monitors
performance of subsidiary companies, interalia, by following
means:
a) Financial statements, in particular investments made by
unlisted subsidiary companies, are reviewed quarterly by
the Company’s Audit Committee.
b) Minutes of unlisted subsidiary companies are placed
before the Board of the Company regularly.
c) A statement, wherever applicable, of all significant
transactions and arrangements entered into by the
Company’s subsidiaries is presented to the Board of the
Company at its meetings.
The risk factors and project reports of the Subsidiary
Companies are also reviewed by the Audit Committee of the
Company.
The Company has a policy for determining ‘material subsidiaries’
which is uploaded on the website of the Company at
http://www.adanienterprises.com/investors/investor-download.
4. Annual General Meetings Location, day, date and time of Annual General Meetings (AGMs) and Special Resolutions passed thereat:
Financial Year
Day & Date Location of Meeting Time No. of Special resolutions passed
2013-14 Saturday,
9th August, 2014
J.B. Auditorium, AMA Complex, ATIRA, Dr. Vikram
Sarabhai Marg, Ahmedabad – 380 015.
11:00 a.m. 11
2014-15 Tuesday,
11th August, 2015
J.B. Auditorium, AMA Complex, ATIRA, Dr. Vikram
Sarabhai Marg, Ahmedabad – 380 015.
11:30 a.m. 6
2015-16 Wednesday,
10th August, 2016
J.B. Auditorium, AMA Complex, ATIRA, Dr. Vikram
Sarabhai Marg, Ahmedabad – 380 015.
11:30 a.m. 3
Adani Enterprises Limited | 25th Annual Report 2016-17
81
6. Dividend History (Equity Shares)
Financial Year Rate Per Share (H) Dividend Payout (H in Crore)#
2007-08 60% 0.60 17.30
2008-09 100% 1.00 28.85
2009-10* 100% 1.00 58.27
2010-11 100% 1.00 128.25
2011-12 100% 1.00 127.82
2012-13 140% 1.40 154.96
2013-14 140% 1.40 153.97
2014-15 140% 1.40 159.15
2015-16 (Interim) 40% 0.40 44.07
2016-17^ 40% 0.40 52.95 (Proposed)
* Bonus issue in proportion of 1 : 1 # Including dividend tax
^ subject to approval of shareholders.
7. Other Disclosuresa) Disclosure on materially significant related party
transactions: There were no materially significant Related Party
Transactions and pecuniary transactions that may have
potential conflict with the interest of the Company
at large. The details of Related Party Transactions are
disclosed in financial section of this Annual Report.
The Company has developed a policy on materiality of
Related Party Transactions and also on dealing with
Related Party Transactions.
The Company has developed a Related Party Transaction
Policy which is uploaded on the website of the Company
at http://www.adanienterprises.com/investors/investor-
download.
b) In the preparation of the financial statements, the
Company has followed the accounting policies and
practices as prescribed in the Accounting Standards.
c) Details of compliance The Company has complied with all the requirements
of the Stock Exchanges as well as the regulations and
guidelines prescribed by the Securities and Exchange
Board of India (SEBI). There were no penalties or strictures
imposed on the Company by Stock Exchanges or SEBI or
any statutory authority on any matter related to capital
markets during the last three years.
d) ADANI Code of Conduct The ADANI Code of Conduct for the Directors and Senior
Management of the Company has been laid down by
the Board and the same is posted on the website of the
Company.
A declaration signed by the Managing Director affirming
the compliance with the ADANI Code of Conduct by the
Board Members and Senior Management Personnel of
the Company is as under:
Declaration as required under SEBI (Listing Obligations
and Disclosure requirements) Regulations, 2015
All Directors and senior management of the Company
have affirmed compliance with the ADANI Code of
Conduct for the financial year ended 31st March, 2017.
Place: Ahmedabad Rajesh S. Adani
Date : 24th May, 2017 Managing Director
Adani Code of Conduct for Prevention of Insider TradingADANI Code of Conduct for Prevention of Insider Trading,
as approved by the Board of Directors, interalia, prohibits
purchase / sale of securities of the Company by Directors and
employees while in possession of unpublished price sensitive
information in relation to the Company.
e) CEO / CFO Certificate The CEO and CFO have certified to the board with
regard to the financial statements and other matters as
required by the SEBI Listing Regulations. The certificate
is appended as an Annexure to this report.
They have also provided quarterly certificates on financial
results while placing the same before the Board pursuant
to Regulation 33 of the SEBI Listing Regulations.
82
f) Proceeds from public issues, rights issues, preferential issues etc.
The Company discloses to the Audit Committee, the
uses / application of proceeds /funds raised from Rights
Issue, Preferential Issue as part of the quarterly review of
financial results.
g) The designated Senior Management Personnel of the
Company have disclosed to the Board that no material,
financial and commercial transactions have been made
during the year under review in which they have personal
interest, which may have a potential conflict with the
interest of the Company at large.
h) The Company has adopted Material Events Policy which
is uploaded on the website of the Company at http://
www.adanienterprises.com/investors/investor-download.
i) Details of the familiarization programmes imparted to the
independent directors are available on the website of the
company at http://www.adanienterprises.com/investors/
investor-download.
j) With a view to regulate trading in securities by the
directors and designated employees, the Company has
adopted a Code of Conduct for Prohibition of Insider
Trading.
k) The company has put in place succession plan for
appointment to the Board and to senior management.
l) The Company has complied with all the mandatory
requirements specified in Regulations 17 to 27 and clauses
(b) to (i) of sub – regulation (2) of Regulation 46 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. It has obtained a certificate affirming
the compliances from Statutory Auditors and the same is
attached to this Report.
m) As required under Regulation 36(3) of the SEBI
Listing Regulations, particulars of Director seeking
re-appointment at the forthcoming AGM are given herein
and in the Annexure to the Notice of the 25th AGM to be
held on 9th August, 2017.
8. Means of Communication
a) Financial Results: The quarterly/half-yearly and annual results of the
Company are normally published in the Indian Express
(English) and Financial Express (a regional daily published
from Gujarat). These results are not sent individually
to the shareholders but are put on the website of the
Company.
The quarterly/half-yearly and annual results and other
official news releases are displayed on the website of the
Company – www.adanienterprises.com shortly after its
submission to the Stock Exchanges.
b) Intimation to Stock Exchanges: The Company also regularly intimates to the Stock
Exchanges all price sensitive and other information
which are material and relevant to the investors.
c) Earnings Calls and Presentations to Analysts: At the end of each quarter, the Company organizes
meetings / conference call with analysts and investors
and the presentations made to analysts and transcripts
of earnings call are uploaded on the website thereafter.
9. General Shareholder Information
A. Company Registration Details:The Company is registered in the State of Gujarat, India.
The Corporate Identity Number (CIN) allotted to the
Company by the Ministry of Corporate Affairs (MCA) is
L51100GJ1993PLC019067.
B. Annual General Meeting:Day and
Date
Time Venue
Wednesday,
9th August,
2017
10.30
a.m.
J.B. Auditorium, Ahmedabad
Management Association, AMA
Complex, ATIRA, Dr. Vikram
Sarabhai Marg, Ahmedabad –
380 015
C. Registered Office:“Adani House”, Near Mithakhali Six Roads, Navrangpura,
Ahmedabad – 380009, Gujarat.
D. Financial Calendar for 2017-18: (tentative schedule, subject to change)
Period Approval of Quarterly
results
Quarter ending 30th June, 2017. Mid August, 2017
Quarter and half year ending 30th
September, 2017.
Mid November, 2017
Quarter ending 31st December,
2017.
Mid February, 2018
The year ending 31st March, 2018. End May, 2018
Adani Enterprises Limited | 25th Annual Report 2016-17
83
E. Date of Book Closure:Wednesday, 2nd August, 2017 to Wednesday, 9th August, 2017
(both days inclusive) for the purpose of 25th Annual General
Meeting.
F. Dividend Payment Final dividend of ` 0.40 per share (40%) will be paid on or
after Saturday, 12th August, 2017, if approved by the members
in the ensuing Annual General Meeting.
G. Dividend Policy:As per Regulation 43A of the SEBI Listing Regulations,
the top 500 listed companies shall formulate a dividend
distribution policy. Accordingly, the policy was adopted to
set out the parameters and circumstances that will be taken
into account by the Board in determining the distribution of
dividend to its shareholders and/or retaining profits earned
by the Company. The Dividend Distribution Policy of the
Company is available on the website of the Company at
http://www.adanienterprises.com/investors/investordownload.
H. Listing on Stock Exchanges:(a) The Equity Shares of the Company are listed with the
following stock exchanges
BSE Limited (BSE)P. J. Towers, Dalal Street, Fort, Mumbai - 400 001
(Stock Code : 512599)
National Stock Exchange of India Limited (NSE)“Exchange Plaza”, Bandra-Kurla Complex, Bandra (E), Mumbai – 400 051.
(Stock Code : ADANIENT)
(b) Depositories :
1 National Securities Depository Limited (NSDL)Trade World, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013.
2 Central Depository Services (India) Limited (CDSL)Phiroze Jeejeebhoy Towers, 28th Floor, Dalal Street, Mumbai – 400 023.
The Shares of the Company are traded compulsorily in Demat Segments. The ISIN allotted to the Company’s Equity Shares under the depository system is INE423A01024.
Annual Listing fee has been paid to the BSE & NSE and Annual Custody / Issuer fee for the year 2017-18 will be paid by the Company to NSDL & CDSL on receipt of the invoices.
I. Market Price Data: High, Low during each month in Financial Year 2016-17.
Monthly share price movement during the year 2016-17 at BSE & NSE:
Month BSE NSE
High (H) Low (H) Volume (No. of shares)
High (H) Low (H) Volume (No. of shares)
April, 2016 88.70 72.85 9714338 88.80 72.80 81817181
May, 2016 88.60 68.70 11001796 88.65 68.50 64486937
June, 2016 87.15 70.25 12212267 87.75 70.10 73282295
July, 2016 87.15 79.65 8919835 87.25 79.50 87740487
August, 2016 81.80 70.30 13745985 81.75 70.55 83120556
September, 2016 75.00 63.45 7912788 74.90 63.30 51240005
October, 2016 72.70 66.00 6639853 72.80 66.00 47959056
November, 2016 68.45 58.35 9110555 68.60 58.35 44646891
December, 2016 77.05 66.40 7682504 77.15 66.50 45013151
January, 2017 93.85 75.90 13090645 93.90 75.80 75689770
February, 2017 100.70 87.35 15946993 100.75 87.20 109224282
March, 2017 109.95 92.60 14525449 110.20 92.75 92284685
[Source : This information is compiled from the data available from the websites of BSE and NSE]
84
J. Performance in comparison to broad-based indices such as BSE Sensex.
K. Registrar and Transfer AgentsM/s. Link Intime India Private Limited are appointed as
Registrar and Transfer (R&T) Agents of the Company for both
Physical and Demat Shares. The address is given below:
M/s. Link Intime India Private Limited
5th Floor, 506 to 508, Amarnath Business Centre - 1 (ABC-1),
Beside Gala Business Centre, Nr. St. Xavier’s College Corner,
Off C G Road, Navrangpura, Ahmedabad – 380009
Tel: +91-79- 26465179
Fax : +91-79-26465179
Contact Person: Mr. Narendra Tavde
Shareholders are requested to correspond directly with the
R & T Agent for transfer / transmission of shares, change of
address, queries pertaining to their shares, dividend etc.
Transfer to Investor Education and Protection Fund (IEPF)
In terms of the Section 125 of the Companies Act, 2013, the
amount of dividend that remained unclaimed for a period
of seven years is required to be transferred to the Investor
Education and Protection Fund (IEPF) administered by the
Central Government. To ensure maximum disbursement of
unclaimed dividend, the Company sends reminders to the
relevant shareholders, before transfer of dividend to IEPF.
During the year under review, the unclaimed dividend
amount for the year 2008-09 was transferred to the IEPF
established by the Central Government under Section 125 of
the Companies Act, 2013.
The Company had also given newspaper advertisement
dated 3rd December, 2016, regarding proposed transfer of
shares to the IEPF Suspense Account in respect of which
dividend has not been paid or claimed for seven consecutive
years by the respective shareholders. The Company had
uploaded the details of such shareholders and shares due
for transfer to the IEPF Suspense Account on its website
at www.adanienterprises.com and also sent individual
communication to such shareholders. Accordingly, in case
the Company does not receive any communication from
the concerned shareholder, the Company shall transfer the
shares to the IEPF Suspense Demat account by the due date
as per the procedure stipulated in the IEPF Rules.
L. Share Transfer System:The Company’s shares are compulsorily traded in the demat
segment on stock exchanges, bulk of the transfers take place
in the electronic form. The share transfers received in physical
form are processed through R & T Agent, within seven days from
the date of receipt, subject to the documents being valid and
complete in all respects. The Board has delegated the authority
for approving transfer, transmission, issue of duplicate share
certificate, dematerialization etc. to the Securities Transfer
Committee. All the physical transfers received are processed
by the R & T Agent and are approved by the Securities
Transfer Committee well within the statutory period of one
month. The securities transfer committee meets for approval
of the transfer, transmission, issue of duplicate share
certificate, dematerialization / rematerialization of shares etc.
and all valid share transfers received during the year ended
31st March, 2017 have been acted upon. The share certificates
duly endorsed are returned immediately to the shareholders
by the R & T Agent.
The Company obtained following certificate(s) from a
Practising Company Secretary and submitted the same to
BS
E S
EN
SE
XA
EL S
hare P
rice
BSE Sensex AEL Share Price30000.00
29000.00
28000.00
27000.00
26000.00
25000.00
24000.00
23000.00
120.00
80.00
100.00
60.00
40.00
20.00
0.00
Apr-16
May-16
Jun-16
Jul-16
Aug-16
Sep-16
Oct-16
Nov-16
Dec-16
Jan-17
Feb-17
Mar-17
Months
Adani Enterprises Limited | 25th Annual Report 2016-17
85
the stock exchanges within stipulated time
1. Certificate confirming due compliance of share transfer
formalities by the Company pursuant to Regulation
40(9) of the SEBI Listing Regulations for half year ended
30th September, 2016 and 31st March, 2017 respectively
with the Stock Exchanges and
2. Certificate regarding reconciliation of the share capital
audit of the Company on quarterly basis.
All share transfer and other communication regarding share
certificates, change of address, dividend etc. should be
addressed to R & T Agents of the Company at the address
given above.
M. Dematerialization of Shares and Liquidity:The Equity Shares of the Company are tradable in
compulsory dematerialized segment of the Stock Exchanges
and are available in depository system of National Securities
Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL). The demat security (ISIN) code for
the Equity Share is INE 423A01024.
As on 31st March, 2017, 109,93,27,862 Equity Share of the
Company (constituting 99.96%) were in dematerialized form.
The Company’s Equity Shares are frequently traded on the
BSE Limited and National Stock Exchange of India Limited.
No. of shares Number of shareholders Equity Shares held in each categoryCategory Holders % of Total Total Shares % of Total
1 to 500 73432 89.91 7866349 0.73501 to 1000 4103 5.02 3333960 0.301001 to 2000 2015 2.47 3089168 0.282001 to 3000 646 0.79 1662111 0.15
3001 to 4000 305 0.37 1117955 0.104001 to 5000 220 0.27 1039198 0.095001 to 10000 462 0.57 3399106 0.31Above 10000 494 0.6 1078302236 98.04TOTAL 81677 100.00 1099810083 100.00
N. The Distribution of Shareholding as on 31st March, 2017 is as follows:
Category No. of shares held (%) of totalPromoters and Promoter Group 82,39,63,479 74.92Foreign Portfolio Investors / Institutional Investors 19,93,49,865 18.13Mutual Funds, Financial Institutions / Banks 3,12,17,979 2.84
N.R.I., Foreign National and Foreign Bodies 62,44,011 0.57Private Bodies Corporate 45,61,210 0.41Indian Public and others 2,96,31,741 2.69Clearing Members (Shares in Transit) 48,41,798 0.44Total 109,98,10,083 100.00
O. Shareholding Pattern as on 31st March, 2017 is as follows:
P. Listing of Debt Securities. The Rated, Listed, Taxable, Secured, Redeemable,
Non-Convertible Debentures issued on private placement
basis by the Company are listed on the Wholesale Debt
Market (WDM) of BSE Limited.
Q. Debenture Trustees (for privately placed debentures): Milestone Trusteeship Services Private Limited 602, Hallmark Business Plaza, Opp. Guru Nanak Hospital,
SantDhyaneshwar Road, Bandra (East), Mumbai
Phone No. +91 22 6716 7080 Fax: +91 22 6716 7077
E-mail ID: [email protected]
Website: www.milestonetrustee.in
R. Outstanding GDRs/ADRs/Warrants or any convertible instruments conversion date and likely impact on equity.
There were no outstanding GDRs/ADRs/Warrants or any
convertible instruments as at 31st March, 2017.
S. Commodity Price Risk/Foreign Exchange Risk and Hedging:
In the ordinary course of business, the Company is
exposed to risks resulting from exchange rate fluctuation
and interest rate movements. It manages its exposure
to these risks through derivative financial instruments.
The Company’s risk management activities are subject
86
to the management, direction and control of Treasury
Team of the Company under the framework of Risk
Management Policy for Currency and Interest rate risk
as approved by the Board of Directors of the Company.
The Company’s Treasury Team ensures appropriate
financial risk governance framework for the Company
through appropriate policies and procedures and that
financial risks are identified, measured and managed
in accordance with the Company’s policies and risk
objectives. It is the Company’s policy that no trading in
derivatives for speculative purposes may be undertaken.
The decision of whether and when to execute derivative
financial instruments along with its tenure can vary
from period to period depending on market conditions
and the relative costs of the instruments. The tenure is
linked to the timing of the underlying exposure, with the
connection between the two being regularly monitored.
T. Major Plant Locations: Not Applicable
U. Address for correspondence: The shareholders may address their communications /
suggestions / grievances /queries to:
1. Mr. Jatin Jalundhwala Company Secretary and Compliance Officer
Adani Enterprises Limited
“Adani House”, Near Mithakhali Six Roads, Navarangpura,
Ahmedabad 380 009
Tel No. (079) 25555 555, 26565 555.
Fax No. (079) 26565 500, 25555 500.
Email id: [email protected]
2. M/s. Link Intime India Private Limited 5th Floor, 506 to 508, Amarnath Business Centre
- 1 (ABC-1), Beside Gala Business Centre, Nr. St.
Xavier’s College Corner, Off C G Road, Navrangpura,
Ahmedabad – 380009
Tel: +91-79- 26465179
Fax : +91-79-26465179
Contact Person: Mr. Narendra Tavde
Email id: [email protected]
Non-mandatory Requirements:The non-mandatory requirements have been adopted to the
extent and in the manner as stated under the appropriate
headings detailed below:
1. The Board: Your Company has an Executive Chairman and hence, the
need for implementing this non-mandatory requirement
does not arise.
2. Shareholders Right: The quarterly, half-yearly and annual financial results of
your Company are published in newspapers and posted
on Company’s website www.adanienterprises.com. The
same are also available on the sites of stock exchanges
where the shares of the Company are listed i.e.
www.bseindia.com and www.nseindia.com.
3. Modified opinion(s) audit report: The Company already has a regime of un-qualified financial
statements. Auditors have raised no qualification on the
financial statements.
4. Separate posts of Chairperson and CEO: Mr. Gautam S. Adani is the Chairman and Mr. Rajesh S.
Adani is a Managing Director and CEO of the Company.
5. Reporting of Internal Auditor: The Internal Auditor of the Company is a permanent
invitee to the Audit Committee Meeting and regularly
attends the Meeting for reporting their findings of the
internal audit to the Audit Committee Members.
*******************
Adani Enterprises Limited | 25th Annual Report 2016-17
87
Auditors’ Certificate Regarding Compliance of conditions of Corporate Governance
The Members,
Adani Enterprises Limited
1. We, Dharmesh Parikh & Co, Chartered Accountants, the Statutory Auditors of Adani Enterprises Limited (“the Company”),
have examined the compliance of conditions of Corporate Governance by the Company, for the year ended on 31st March,
2017, as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (”SEBI Listing Regulations”).
Managements’ Responsibility 2. The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility
includes the design, implementation and maintenance of internal control and procedures to ensure the compliance with
the conditions of the Corporate Governance stipulated in the SEBI Listing Regulations.
Auditors’ Responsibility3. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for
ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion
on the financial statements of the Company.
4. We have examined the books of account and other relevant records and documents maintained by the Company for the
purpose of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.
5. We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on
Certification of Corporate Governance issued by the Institute of Chartered Accountants of India (the ICAI), the Standards
on Auditing specified under Section 143 (10) of the Companies Act, 2013, in so far as applicable for the purpose of this
certificate and as per the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires
that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control
for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services
Engagements.
Opinion7. Based on our examination of the relevant records and according to the information and explanations provided to us and
the representations provided by the Management, we certify that the Company has complied with the conditions of
Corporate Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of
Schedule V of the SEBI Listing Regulations during the year ended 31st March, 2017.
8. We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or
effectiveness with which the Management has conducted the affairs of the Company.
For DHARMESH PARIKH & CO.
Chartered Accountants
Firm Reg No: 112054W
Place: Ahmedabad (Anuj Jain)
Date: 24th May, 2017 Partner
(Membership No. 119140)
88
CERTIFICATION BYCHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO)
We have reviewed the financial statements and the cash flow statements for the year ended 31st March, 2017 and that to the
best of our knowledge and belief:
1. These statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading.
2. These statements together present a true and fair view of the Company’s affairs and are in compliance with existing
accounting standards, applicable laws and regulations.
3. To the best of our knowledge and belief, no transactions entered into by the Company during the year ended 31st March,
2017 which are fraudulent, illegal or violation of the Company’s Code of Conduct.
4. We accept responsibility for establishing and maintaining internal control system and that we have evaluated the
effectiveness of the internal control system of the Company and we have disclosed to the auditors and the Audit Committee,
efficiencies in the design or operation of internal control system, if any, of which we are aware and the steps we have taken
or propose to take to rectify these deficiencies.
5. We further certify that we have indicated to the auditors and the Audit Committee:
a) There have been no significant changes in internal control system during the year;
b) There are changes in accounting policies during the year on account of Ind AS adoption and the same have been
disclosed in the notes to the financial statement; and
c) There have been no instances of significant fraud of which we have become aware, involving management or an
employee having a significant role in the Company’s internal control system.
Place: Ahmedabad Rajesh S. Adani Ameet H. Desai
Date: 24th May, 2017 Managing Director Executive Director & CFO
Adani Enterprises Limited | 25th Annual Report 2016-17
89
BUSINESS RESPONSIBILITY REPORT
Section A: General Information about the Company1. Corporate Identity Number (CIN): L51100GJ1993PLC019067
2. Name of the Company: Adani Enterprises Limited
3. Registered Address: ‘Adani House’, Nr. Mithakhali Six Roads, Navrangpura,
Ahmedabad - 380 009, Gujarat, India
4. Website: www.adanienterprises.com
5. Email id: [email protected]
6. Financial Year reported: 01.04.2016 to 31.03.2017
7. Sector(s) that the Company is engaged in (industrial activity code-wise):
Group Class Sub-class Description
466 4661 46610 Coal trading
051 0510 05101 & 05103 Coal mining
469 4690 46909 Merchant exporters
As per National Industrial Classification – Ministry of Statistics and Program Implementations
8. List three key products that the Company manufactures/provides (as in balance sheet):
The Company does not manufacture any product, but is involved in the business activities listed in the table above.
9. Total number of locations where business activity is undertaken by the Company:
The total number of locations of Adani Group companies is as follows:
(i) Number of international locations: 9 (including offices)
(ii) Number of national locations: 35 (including offices)
10. Markets served by the Company:
State, National, International
Section B: Financial Details of the Company1. Paid up capital (INR):109.98 Crores
2. Total turnover (INR): 9,282.18 Crores
3. Total Profit After Taxes (INR): 221.64 Crores
4. Total spending on Corporate Social Responsibility (CSR) as percentage of profit after tax:
The Company carries its CSR activities through its dedicated CSR wing i.e. Adani Foundation.
5. List of activities in which expenditure in 4 above has been incurred:
The major CSR activities are in the Sectors of Education, Health Care Support, Project “Udaan”, skill development initiatives etc.
Section C: Other Details1. Does the Company have any Subsidiary Company /
Companies?
Yes, the Company has 102 subsidiary companies (including step-down subsidiaries) as on 31st March, 2017.
2. Do the subsidiary Company / companies participate in the BR initiatives of the parent Company?
Business Responsibility initiatives of the parent Company are applicable to the subsidiary companies to the extent that they are material in relation to the business activities of the subsidiaries.
3. Do any other entity / entities that the Company does business with participate in the BR initiatives of the Company?
No other entity / entities participate in the BR initiatives of the Company.
Section D: BR Information1. Details of Director / Directors responsible for BR:
Details of the Director / Directors responsible for implementation of the BR policy/ policies:
• DIN Number: 00007116 • Name: Mr. Ameet H. Desai • Designation: Executive Director & CFO
a) Details of the BR head:
Sr. No Particulars Details1 DIN Number
(if applicable)
00007116
2 Name Mr. Ameet H. Desai
3 Designation Executive Director & CFO
4 Telephone Number (079) 2555 5327
5 E mail Id [email protected]
90
2. Principle-wise (as per NVGs) BR Policy / policies (Reply in Y/N):
Sr. No.
Questions
Bus
ines
s E
thic
s
Pro
duct
Lif
e R
espo
nsib
ility
Em
ploy
ee
Wel
l-bei
ng
Sta
keho
lder
E
ngag
emen
t
Hum
an
Rig
hts
Env
iron
men
t
Pol
icy
Adv
ocac
y
Incl
usiv
e G
row
th
Cus
tom
er
Val
ue
P1 P2 P3 P4 P5 P6 P7 P8 P9
1 Do you have a policy /policies for.... Y Y* Y Y Y Y Y Y Y2 Has the policy been formulated in consultation with
the relevant stakeholders? Y Y Y Y Y Y Y Y Y
3 Does the policy conform to any national /international standards? If yes, specify? (The policies are based on the NVG-guidelines in addition to conformance to the spirit of international standards like ISO 9000, ISO 14000, OHSAS 18000)
All the policies are compliant with respective principles of NVG Guidelines.
4 Has the policy being approved by the Board? If yes, has it been signed by MD/owner/CEO/ appropriate Board Director?
Y - - - - - - - -
5 Does the Company have a specified committee of the Board/ Director/ Official to oversee the implementation of the policy?
Y Y Y Y Y Y Y Y Y
6 Indicate the link for the policy to be viewed online? http://www.adanienterprises.com/investors / investor downloads / policies
7 Has the policy been formally communicated to all relevant internal and external stakeholders?
The policies have been communicated to key internal stakeholders. The communication is an ongoing process to cover all internal & external shareholders.
8 Does the Company have in-house structure to implement the policy/policies.
Y Y Y Y Y Y Y Y Y
9 Does the Company have a grievance redressal mechanism related to the policy/policies to address stakeholders’ grievances related to the policy/ policies?
Y Y Y Y Y Y Y Y Y
10 Has the Company carried out independent audit/evaluation of the working of this policy by an internal or external agency?
Y Y Y Y Y Y Y Y Y
* While the Company does not manufacture any products, the policy addresses the aspect of environmental protection in the
Company’s coal mining operations.
2a. If answer to S. No. 1 against any principle, is ‘No’, please explain why: (Tick up to 2 options).
Sr. No.
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1 The Company has not understood the principle
NOT APPLICABLE
2 The Company is not at stage where it finds itself in a position to formulate and implement the policies on specified principle
3 The Company does not have financial or manpower resources available for the task
4 It is planned to be done within next six month
5 It is planned to be done within next one year
6 Any other reason (please specify)
Adani Enterprises Limited | 25th Annual Report 2016-17
91
3. Governance related to BR:
(i) Indicate the frequency with which the Board of
Directors, Committee of the Board or CEO to assess the
BR performance of the Company. Within 3 months, 3-6
months, Annually, More than 1 year:
The CEO / Executive Director periodically assess the BR
performance of the Company.
(ii) Does the Company publish a BR or a Sustainability
Report? What is the hyperlink for viewing this report?
How frequently it is published?
This report comprises the Company’s 5th Business
Responsibility Report as per the National Voluntary
Guidelines on Social, Environmental and Economic
Responsibility of Business (NVG). The Company currently
does not publish a separate Sustainability Report.
Section E: Principle-wise PerformancePrinciple 1: Business should conduct and govern themselves
with Ethics, Transparency and Accountability
1. Does the policy relating to ethics, bribery and corruption
cover only the Company? Yes/No. Does it extend to the
Group/Joint Ventures/Suppliers/Contractors/NGOs/Others?
The Company has adopted a Code of Conduct for its
Directors and Senior Management personnel. Additionally,
the Policy on Code of Conduct for Employees applies to
all employees across Adani Group of companies. These do
not extend to any other entities.
2. How many stakeholder complaints have been received
in the past financial year and what percentage was
satisfactorily resolved by the management? If so, provide
details thereof, in about 50 words or so.
No stakeholder complaints pertaining to the above Codes
were received in the past financial year.
Principle 2: Business should provide goods and services
that are safe and contribute to sustainability throughout
their life cycle
1. List up to 3 of your products or services whose design has
incorporated social or environmental concerns, risks and/
or opportunities.
Not applicable since the Company does not manufacture
any products.
2. For each such product, provide the following details in
respect of resource use (energy, water, raw material etc)
per unit of product (optional):
I. Reduction during sourcing / production / distribution
achieved since the previous year through the value
chain:
Not applicable since the Company does not
manufacture any products.
II. Reduction during usage by consumers (energy, water)
achieved since the previous year?
Not applicable.
3. Does the Company have procedures in place for
sustainable sourcing (including transportation)?
No specific procedures have been adopted for sustainable
sourcing.
4. Has the Company undertaken any steps to procure goods
and services from local and small producers, including
communities surrounding their place of work? If yes,
what steps have been taken to improve the capacity and
capability of local and small vendors?
Not applicable
5. Does the Company have a mechanism to recycle products
and waste? If yes, what is the percentage of recycling of
products and waste? (Separately as < 5%, 5-10%, >10%).
Also, provide details thereof, in about 50 words or so.
Not applicable
Principle 3: Business should promote the wellbeing of all employees1. Please indicate total number of employees:
The Company has a total of 1,518 employees as of
31st March 2017.
2. Please indicate total number of employees hired on
temporary/contractual/casual basis:
The Company has a total 660 employees hired on
contractual basis as of 31st March 2017.
3. Please indicate the number of permanent women
employees:
The Company has 12 women employees as of 31st March
2017.
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4. Please indicate the number of permanent employees
with disabilities.
The Company has 2 permanent employees with disabilities
as of 31st March 2017.
5. Do you have an employee association that is recognized
by the Management?
The Company does not have an employee association.
6. What Percentage of permanent employees who are
members of this recognized employee association?
Not applicable.
7. Please indicate the number of complaints relating to child
labor, forced labor, involuntary labor, sexual harassment
in the last financial year and those pending as on the end
of the financial year.
There were no complaints of this nature during the
financial year.
8. What Percentage of under mentioned employees were
given safety and skill up-gradation training in the last
year?
Employee Learning & Development is crucial for
organisational success and this is an integral part of
whole organisation wide Human Resources Strategy.
The organisation has clearly defined Training &
Development Policy – which cut across the organisational
Vision & Mission and Values. The entire employees
irrespective of their grade and status have been provided
with opportunity to hone their skills & competencies.
A special attention was given to conduct a
well-structured Assessment & Development Centres
across all categories of employees and through which
a detailed Individual Development Plans (IDPs) were
prepared. With this outcome the employees were trained
reinforcing – Job related Skills; Competencies and desired
behavioural improvement etc.
In the current year the organisation has achieved around
6 man-days of training at each grade & all the contractual
or sourced staff was also provided similar opportunities
and the programs like etiquettes & self-improvement
were organised for drivers and all staff were under went
mandatory First Aid ; Fire & Safety training etc.
Principle 4: Business should respect the interest of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalized1. Has the Company mapped its internal and external
stakeholders?
Yes, the Company’s key stakeholders include employees,
suppliers, customers, business partners, regulatory
agencies and local communities around its sites of
operations.
2. Out of the above, has the Company identified
the disadvantaged, vulnerable and marginalized
stakeholders?
Yes, the Company has identified the disadvantaged,
vulnerable and the marginalized sections within the local
communities around its sites of operations.
3. Special initiatives taken by the Company to engage
with the disadvantaged, vulnerable and marginalized
stakeholders:
The Company, through the Adani Foundation, has
undertaken several initiatives to engage with and ensure
sustainable development of the marginalized groups in
the local communities. Key initiatives include:
Education: The Foundation believes that Education is the stepping
stone to improve the quality of life, especially for the
poor and the most vulnerable. The ideology behind all
the education initiatives undertaken is to uplift the
communities by providing ‘quality’ education to the
children from the economically challenged backgrounds.
The Adani Vidya Mandir (AVM), a school under the aegis
of Adani Foundation is developed with a unique concept
which aims at providing cost free quality education
to meritorious students coming from underprivileged
backgrounds. Adani Vidya Mandir, Ahmedabad -
established in the year 2008 is a CBSE affiliated English
medium school and is the first of its kind initiative.
The AVM model has been successfully replicated in
other locations at Bhadreshwar (Gujarat) and Surguja
(Chhattisgarh) benefiting the underprivileged students
from the communities in and around that area.
The Students are provided with free of cost transportation,
uniform, textbooks, notebooks, breakfast, lunch and
Adani Enterprises Limited | 25th Annual Report 2016-17
93
refreshments. These students, most of them being first
generation learners, have priceless treasures of desire
and ability, but due to lack of resources were unable to
achieve their dreams. This year, a state of the art building
of AVM in Sarguja, having 23 modern classrooms, spread
across 3.86 acres of sprawling campus is in the process
of construction. AVM is a boon to the parents who due
to their financial constrains is not in a position to provide
quality education to their children.
Besides AVM schools, the Foundation has also established
other schools which provide subsidised education to
the desirous students. Apart from Adani Vidyalayas at
Tiroda & Kawai, Adani Public School in Mundra and Adani
DAV Public school in Bhadrak district of Orrisa, Adani
Foundation has also adopted Nav Chetan Vidyalaya at
Junagam in Choryasi block of Surat district of Gujarat.
The Foundation complements the existing efforts of the
Government by filling the gaps and playing a supporting
& complementary role in imparting quality education.
Various initiatives are aimed at increasing the enrolment
rate in the schools, especially that of the girl child. The
Foundation provides infrastructure and material support
to the Government schools. Special emphasis is given to
increase teacher’s effectiveness by organising teacher’s
training workshops, exposure tours & introduction of
technology through E-Learning solutions in such schools.
In order to motivate these children, Adani Foundation
has provided Welcome kit / Education kit to 2,500 newly
enrolled students in 111 Government Primary Schools
from 61 villages of Mundra Taluka in Gujarat.
In a special school adoption program of Government
of Rajasthan, Adani Foundation Kawai has adopted
47 government schools aiming to contribute towards
developing their basic infrastructure and constructed
toilets at UPPER PRIMARY SCHOOL, MUKUNDPURA.
Besides this, under our PRAYATNA initiative, 111 students
from 24 schools of the region have been provided with
study kits and coaching classes for JAWAHAR NAVODAYA
VIDYALAYA (JNV) ENTRANCE EXAMINATION. Extra
Classes were conducted at labour colonies for the students
of primary classes to help them in academics, sports,
cultural and moral values and at the same time, nutritious
food, uniform and winter wears were also provided to
these children. Working with the education department
of the state Adani Foundation has also provided support
to Z.P.BARAN to develop HAPPY SCHOOL MANAGEMENT
ANDROID APP for ease of management & monitoring of
government schools in the region.
Adani Foundation has also joined hands with the Kalinga
Institute of Social Sciences (KISS) at Baripada, Odisha for
setting up a residential school (from Class-I to X) with an
aim to provide cost free quality education for the Tribal
children of the region. Adani Foundation has already
released first instalment of the fund to KISS for the first
phase of infrastructure development work. The school is
expected to become operational in 2018 session.
Udaan is a learning based initiative focusing on the
youth coming from various educational institutes across
the State of Gujarat. Under this project, a two days
exposure tour is organized wherein students are given
an opportunity to visit the Adani Port, Adani Power &
Adani Wilmar facilities to get an insight and be inspired to
dream big and start envisioning career options including
entrepreneurship. Around 2 lakhs students have been
benefited through this unique initiative. After successfully
running this program in Mundra for more than 6 years,
Project Udaan has recently been launched at Hazira in
Gujarat, Kawai in Rajastahan, Tiroda in Maharashtra,
Udupi in Karnataka and Dhamra in Orrisa, where the
students visit our respective business locations and get
an insight on our operations. This helps give wings to
their imagination and dreams.
Community Health:
Adani Foundation entered into a Public Private Partnership
with the Government of Gujarat and the Gujarat Adani
Institute of Medical Science (GAIMS) came into existence
in 2009. GAIMS is a full-fledged medical college which
at present has a total strength of 750 students. Adani
Foundation managed GK General Hospital, the biggest
hospital of the Bhuj region of Gujarat with 750 beds
capacity. Adani managed GK General Hospital and GAIMS
has made the best healthcare available to the people
of Kutch region by making the modern technology and
expert doctors available to the local populace.
To reach good medical facilities even to the remotest of the
villages; Adani Foundation operates Mobile Healthcare
Units & rural clinics for the communities we work with.
A total of Twelve Mobile Units are run by the foundation
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in the regions of Mundra, Hazira & Dahej in Gujarat,
Tiroda in Maharashtra, Kawai in Rajasthan, Surgija in
Chattisgarh, Godda in Jharkhand and Shimla in Himachal
Pradesh are attending to on an average 2,34,348 patients
on a yearly basis. Our 14 rural clinics provide treatment to
around 19,093 patients approximately every year. Various
general & speciality camps are also organized regularly in
our regions of operations catering to patients from rural
areas each year.
A special Senior Citizen Health card was introduced in
the year 2011; keeping in mind the prevalent healthcare
issues of old age people of the region. Under this scheme
free of cost health check-up and treatment coverage of
upto Rs. 50,000 can be availed by the senior citizens,
over the age of 60, for a period of 3 years. The Senior
Citizen Health Card scheme currently is spread across
66 villages in Mundra block of Kutch District – Gujarat.
A total number of around 7500 senior citizens are taking
advantage of this scheme.
Adani Foundation has been closely working with the
regional health departments of Maharashtra and
Rajasthan in upgradation of the Sub-District Hospital the
regions. In Tiroda – Maharashtra CMTC (Child Malnutrition
Treatment Centre) facility was upgraded and 5S module
was implemented. Due to our efforts this CMTC was
adjudged the cleanest facility of the region and awarded
by the state government.
An initiative named Project SuPoshan, which addresses
malnutrition and anemia across women and children, was
started by Adani Foundation. Project SuPoshan works
with pregnant women, lactating mothers, children of
0-5 years, adolescent girls and women of reproductive
age. SuPoshan has been implemented at 10 operational
sites covering 232 villages and five municipal wards.
Foundation also launched a Project in coordination
with Integrated Child Development Services (ICDS), for
“Reducing Malnourishment in Children” at various sites.
Sustainable Livelihood Development:
Livelihood is one of the major components that need to
be focused upon to bring about a holistic development
in the communities. The Adani Foundation has been
working towards providing the beneficiaries with a
number of livelihood and income generating initiatives.
“SAKSHAM”, an Ideology of Adani Skill Development
Centre to make Youth of India empowered to achieve
their goals in life by becoming Skilled Professionals. Adani
Skill Development Centre (ASDC) is working relentlessly
to bring World Class Skill Development Trainings to
India for the benefit of the Indian Youth, through
partnerships with various Governments, Corporates and
other likeminded organizations. Adani Skill Development
Centre (ASDC) is a separate entity registered as a
Not-for-Profit organisation and youngest among all Adani
Group Companies. At ASDC, youths are trained in various
fields like IT, crane operations, automobile assistance,
electrician, beautician, tailoring etc. so as to enable them
to earn a livelihood for themselves & become financially
independent.
Various Women Empowerment projects of Adani
Foundation are aimed towards encouraging women, to
take control of their lives and building their confidence
whether are single, married or a widow; such sustainable
livelihood development programs are initiated in Mundra.
Adani Foundation had started training programme with
two major women’s group of villages near Adani Power
and Adani Ports in Mundra - Gujarat. Both the groups
of women (90 women in total) successfully completed
their training for preparing washing powder, phenyl,
liquid for cleaning utensils and hand wash etc. and have
now started “Saheli Mahila Gruh Udyog” at Shantivan
Colony of Mundra. These 6 women self-help groups
have 15 members each, and each member of the group is
assigned role according to their individual ability. These
women are self-reliant now and take care of all their
business operations like production, accounting, banking,
marketing, administration, sales, etc. “SAKSHAM” has
also worked towards empowering women on Sewing
Machine Operations, by providing Skill Development
Trainings to women of Surguja (Chhattisgarh), Kawai
(Rajasthan), Dhamra (Odisha) & Godda (Jharkhand). The
Women who were trained are provided with placements
in other industries.
Organic farming initiatives like System of Rice
Intensification (SRI) were introduced to the farmers
of Tiroda region of Maharashtra, in cooperation with
Agriculture Department. This project benefitted 1050
farmers from 35 villages of Tirora region. It has been
Adani Enterprises Limited | 25th Annual Report 2016-17
95
estimated that on an average there has been 30% increase
in production yield and 31% decrease in expenditure.
Most of the farmers have now shifted from single to multi
crop farming.
Special Projects for Fisher folk Communities - In order to
promote and support alternative livelihood among the
Fisher-folk communities during the non-fishing months,
Adani Foundation has recently introduced Poly Culture
and Cage Culture techniques for the benefit of the local
fishermen communities, thereby enhancing their income
levels. Poly culture is the practice of culturing more
than one species of aquatic organisms in the same unit
area (marine, pond, streams and rivers). The principle
of Poly culture is that production of more organisms
in the particular unit area having different food habits.
Cage culture technique is aimed at providing alternative
employment and encouraging fisher folk to shift from full-
time to part-time fishing. CMFRI a domain expert Institute
was partnered with to provide training to the selected
fishers in live lobster handling, seed transportation and
quality testing, cage fabrication & deployment, lobster
husbandry practices, harvest & marketing, etc. with
sufficient hands on exposure at the sea cage farm owned
by the CMFRI at Veraval- Gujarat. First phase of exposure
and cage fabrication has already been completed.
Apart from that, Adani Foundation introduced ‘Mangrove
Nursery Development and Plantation’ in the area as an
alternate income generating activity for the fisher folks
of the region. Trainings were provided on Mangrove
plantation; moss cleaning, etc. to men and women as per
requirements. Collectively Adani Foundation provided
these fisher folks with employment equivalent to 3315
man–days.
Rural Infrastructure Development:
Rural Infrastructure Development projects aim at
bridging the gap in existing infrastructure needs
without duplicating the Government efforts and thus
creating better living conditions. This includes projects
in areas of Water conservation/recharge, Drinking Water
availability; Education, Health & Hygiene and Community
Development related infrastructures in Rural India.
Adani Foundation has carried out various village
development initiatives like construction of individual
household toilets and installation safe drinking water
facilities. Besides, a total of 140 shelters have been
constructed and handed over to fisherfolk families at
Juna Bandar - their abode for the entire fishing season.
We have installed RO Plant at Chhach Vistar at Zarpara
and has also constructed underground tank with a
capacity of 1.0 lacs litre at Rampar village of Anjar
Taluka, in Kutchh, Gujarat. While in Hazira, Gujarat, our
Foundation has supported in construction of 29 houses
at Vansawa and Rajgiri under Indra Awas Yojana and also
facilitated renovation of a local school at Suvali. Further,
in Kawai, Rajasthan, on behalf of the communities,
Adani Foundation adopted Antana Talab and carried
out the complete excavation work, stone pitching, ghat
construction & beautification work at the talab.
An OPD block was constructed by Adani Foundation
at the largest General Hospital of the Baran district of
Rajasthan. This hospital is considered to be a life line
for the local populace who look up to this hospital for
their various healthcare needs. At Tiroda - Maharashtra,
our Foundation has installed RO plants at Kachevani,
Khairbodi and Gumadhwada villages and drilled 12 bore
wells to provide clean potable drinking water for the
communities in the surrounding areas. Further in Udupi,
we have constructed and installed Safe Drinking Water
Units in 5 villages – Yellur, Mudarangadi, Tenka, Bada
and Belapu. This Safe Drinking Water Units runs on RO
technology and the unit has the capacity of purifying
1,000 litres of water per hour with the storage capacity of
5000 litres of purified water. Since health and sanitation
are important for healthy living, Adani Foundation has
constructed Public toilets at Harbour ward, Kottapuram
ward and Vizhinjam.
In Dhamra, Adani Foundation decided to construct
a new school building for ADANI-DAV Public school.
The works of landmark school building in the district is
nearing completion. The construction work is expected
to complete by June 2017. Apart from that 15 tube wells
were constructed in villages and 25 school toilet blocks
were constructed in different government schools for the
benefit of the communities and their families.
Swachhagraha, an initiative which was inspired by
Gandhiji’s Satyagraha Movement and the Government’s
Swachh Bharat Abhiyan, promotes a ‘culture of cleanliness’
among the youth. This initiative, in collaboration with
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our knowledge and implementation partner Centre for
Environment Education (CEE), has expanded into six cities
across Gujarat (Ahmedabad, Surat, Vadodara, Rajkot,
Bhuj and Anand) and three towns (Mundra, Jasdan and
Vidyanagar). In the year 2016-17, the campaign became
operational in more than 650 schools, creating 13,500
active Swachhagrahis and over 1,350 Preraks in Gujarat.
The awareness program reached 3,25,000 students;
the community outreach touched more than 150,000
individuals. More than 70 schools across 15 states are
now implementing Swachhagraha.
Principle 5: Business should respect and promote human rights1. Does the Company’s policy on human rights cover only
the Company or extend to the Group / Joint Ventures /
Suppliers / Contractors / NGOs / others?
The Company has put in place a Human Rights Policy
applicable to all Adani Group of Companies. The
Company’s commitment to follow the basic principles of
human rights is embedded in “Code of Conduct” adopted
by the Company. The Company strictly adheres to all
applicable labor laws and other statutory requirements in
order to uphold the human rights within its organizational
boundary.
2. How many stakeholder complaints have been received in
the past financial year and what percent was satisfactorily
resolved by the Management?
No stakeholder complaints were received during the last
financial year.
Principle 6: Business should respect, protect, and make effort to restore the environment1. Does the policy pertaining to this Principle cover only
the Company or extends to the Group / Joint Ventures /
Suppliers / Contractors / NGOs / others?
Environment policy of the Company does not extend to
any other entities.
2. Does the Company have strategies / initiatives to address
global environmental issues such as climate change,
global warming, etc? Y / N. If yes, please give hyperlink for
webpage etc.
Yes, the Company is committed to addressing the global
environmental issues such as climate change and global
warming through energy conservation, efficient natural
resource utilization and adoption of cleaner energy
sources such as solar power.
3. Does the Company identify and assess potential
environmental risks? Y/N
Yes, the Company regularly identifies and assesses
environmental risk during all stages of its existing and
planned projects.
4. Does the Company have any project related to Clean
Development Mechanism (CDM)? If so provide details
thereof, in about 50 words or so. Also, If Yes, whether any
environmental compliance report is filed?
Not Applicable
5. Has the Company undertaken any other initiatives on -
clean technology, energy efficiency, renewable energy
etc?
Not Applicable
6. Are the Emissions / Waste generated by the Company
within the permissible limits given by CPCB / SPCB for the
financial year being reported?
Yes, the emissions / waste generated are within the
permissible limits given by CPCB/SPCB.
7. Number of show cause / legal notices received from CPCB
/ SPCB which are pending
There are no show cause / legal notices received from
CPCB/SPCB which are pending as of end of financial year.
Principle 7: Business, when engaged in influencing public and regulatory policy, should do so in a responsible manner1. Is your Company a member of any trade and chambers of
association? If Yes, name only those major ones that your
business deals with.
Yes, the Company is a member of the following key
associations:
(i) Confederation of Indian Industry (CII)
(ii) Independent Power Producers Association of India
(IPPAI)
(iii) Gujarat Chamber of Commerce and Industry (GCCI)
(iv) Ahmedabad Management Association (AMA)
(V) Federation of Indian Chamber of Commerce and
Industry (FICCI)
Adani Enterprises Limited | 25th Annual Report 2016-17
97
2. Have you advocated / lobbied through above associations
for the advancement or improvement of public good?
Yes/No; If yes specify the broad areas (Governance and
Administration, Economic Reform, Inclusive Development
Polices, Energy security, Water, Food Security, Sustainable
Business Principles, Others):
Yes, through its membership in the above bodies, the
Company has advocated on the key areas of energy
security and electricity pricing, food security with respect
to edible oil and pulses, increasing the productivity of coal
mining, and improvement in logistics and rail connectivity
of ports.
Principle 8: Business should support inclusive growth and equitable development1. Does the Company have specified programme / initiatives/
projects in pursuit of the policy related to principle 8? If
yes details thereof.
The Company through Adani Foundation promotes notions
of equitable and inclusive growth and development.
Adani Foundation (AF) is the CSR arm of the Adani group
of companies. Since its inception in 1996, the Foundation
has been working in a number of prominent areas to
extend its support to people in need. Working closely
with the communities, AF has been able to assume the
role of a facilitator by creating an enabling environment
for many. With its human-centric approach, AF always
strived to make processes sustainable, transparent and
replicable. Adani foundation is currently operational in
12 states of India and is working towards an integrated
development of the communities with its core focus on
Education, Community Health, Sustainable Livelihoods
Development and Rural Infrastructure Development.
It lays a special focus on the marginalized sections of the
communities. Through its activities in the above areas,
the Adani Foundation has been able to reach out to more
than 1470 villages/towns and over 4,00,000 families
touching their lives to make a positive difference.
2. Are the programmes /projects undertaken through
in-house team / own foundation /external NGO/Govt.
structure /any other organisation?
Adani Foundation is the well-structured Corporate
Social Responsibility (CSR) arm of Adani Group. The
foundation has an in-house dedicated and experienced
team of professionals that comprises of experts in
domains of education, healthcare, infrastructure
development, livelihood and other related fields to carry
out the development work for the communities. The
programs are carried out by the Adani Foundation teams
across regions. Apart from that, Adani Foundation has
entered few resource & knowledge partnerships with
several government agencies, government supported
organizations and non-governmental organizations and
other corporations.
3. Have you done any impact assessment of your initiative?
Yes, regular impact assessment studies are carried out by the
foundation to evaluate its various on-going programs and
to analyze the quantum of transformation the program are
able to make on the lives of the communities. Also regular
monthly, quarterly and yearly reviews of the programs are
also carried out by the different levels of management.
4. What is the Company’s direct monetary contribution to
community development projects and details of projects
undertaken?
There was no direct monetary contribution of the
Company to community development projects in FY
2016-17. The focus areas of the Company’s community
development projects are outlined in response to
Question 5 under Section B.
5. Have you taken steps to ensure that community
development initiative is successfully adopted by the
community? Please explain in 50 words.
Community participation is encouraged at all stages of
our community development / CSR initiatives, including
program planning, monitoring, implementation and
assessment / evaluation. For example Adani Vidya
Mandir project has been one such project that has been
successfully adopted by the community. A comprehensive
process of social mobilisation and awareness was carried
out with the communities to encourage them to send
their wards to schools. Over a period of time, we have
been able to bring about a positive change in mind set
and attitudes of the community regarding education.
Project “Uddan” is a multi-stake holder project where
besides AF team, Dept. of Education office, education,
institutions/schools, parents, students, contractors,
Adani employees etc. are deeply involved.
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Our community engagement is strengthened through
conducting third-party need assessment surveys,
participatory rural appraisals as well as formation of
Village Development Committees (VDCs) and Cluster
Development Advisory Committee (CDAC), and Advisory
Council with representation from the community,
the government and the Company. This high level of
engagement and participation of community members
lead to a greater sense of ownership among the people,
ensuring successful adoption and sustained outcomes.
Principle 9: Business should engage with and provide value to their customers and consumers in a responsible manner.1. What Percentage of customer complaints / consumer
cases are pending as on the end of financial year 2016-
17?
There are no customer complaints / consumer cases
pending as on end of financial year 2016-17.
2. Does the Company display product information on the
product label, over and above what is mandated as per
local laws? Yes/No/N.A. /Remarks (additional information)
Not applicable.
3. Is there any case filed by any stakeholder against the
Company regarding unfair trade practices, irresponsible
advertising and/or anti-competitive behavior during the
last five years and pending as of end of FY 2016-17?
There are no such pending cases against the Company in
a court of law.
4. Did your Company carry out any consumer survey /
consumer satisfaction trends?
The Company has not carried out a formal consumer
survey, however there is a continuous improvement
process through which periodic feedback is taken on a
regular basis from customers/stakeholders and immediate
action is taken on any issues that they are facing.
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99
Adani Enterprises Limited 25th Annual Report 2016-17
Independent Auditor’s Report
To the Members ofADANI ENTERPRISES LIMITED
Report on the Standalone Ind AS Financial StatementsWe have audited the accompanying Standalone Ind AS Financial Statements of Adani Enterprises Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (herein after referred to as “Standalone Ind AS Financial Statements”).
Management’s Responsibility for the Financial StatementsThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these Standalone Ind AS Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the applicable Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Ind AS Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor’s ResponsibilityOur responsibility is to express an opinion on these Standalone Ind AS Financial Statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Standalone Ind AS Financial Statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Standalone Ind AS Financial Statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Standalone Ind AS Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the Standalone Ind AS Financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the Standalone Ind AS Financial Statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Ind AS Financial Statements.
OpinionIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the financial position of the Company as at 31st March, 2017 and its financial performance including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Other MatterThe attached Standalone Ind AS Financial Statements include Company’s share of net assets of H2.68 Crores in one unincorporated Joint Venture not operated by the Company, the unaudited accounts of which have been certified by the management and relied upon by us.
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Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report) Order,
2016 (“the Order”) issued by the Central Government of India in terms of sub-Section (11) of Section 143 of the Act, we give in “Annexure A” statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, we report that:
a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
b) in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
c) the Balance Sheet, the Statement of Profit and Loss, the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
d) in our opinion, the aforesaid Standalone Ind AS Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended;
e) on the basis of the written representations received from the directors as on 31st March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act;
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in ‘Annexure B”;
g) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 41(A) to the financial statements;
ii. The Company has made provision as at 31st March, 2017, as required under the applicable law or Accounting Standards, for material foreseeable losses, if any, on long term contracts including derivative contracts. - Refer Note 40 to the financial statements
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
iv. The Company has provided requisite disclosures in its financial statements (vide Note no. 16 to Standalone Ind AS Financial Statements) as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016 and these are in accordance with the books of accounts maintained by the Company. We have relied on the management representation for disclosure of denomination wise details.
For DHARMESH PARIKH & CO. Chartered Accountants Firm Reg. No. 112054W
ANUJ JAINPlace: Ahmedabad PartnerDate: 24th May, 2017 Membership No. 119140
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Adani Enterprises Limited 25th Annual Report 2016-17
The Annexure referred to in our Independent Auditor’s Report to the members of the Company on the Standalone Ind AS Financial Statements for the year ended 31st March, 2017, we report that:
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) As explained to us, fixed assets, according to the practice of the Company, are physically verified by the management at reasonable intervals, in a phased verification programme, which, in our opinion, is reasonable, looking to the size of the Company and the nature of its business.
(c) The title deeds of immovable properties, as disclosed in Note 4 on Property, Plant and Equipment, to the financial statements, are held in the name of the Company, except for leasehold land and immovable assets acquired, pursuant to the composite scheme of arrangement having a carrying value of H2.92 Crores as at 31st March, 2017.
(ii) The inventory, other than stocks lying with third parties, has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. In respect of stocks lying with third parties at the year-end, written confirmations have been obtained. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of account.
(iii) (a) The Company has granted unsecured loans to 8 (Eight) Companies covered in the register maintained under Section 189 of the Act. According to the information and explanation given to us and the records produced to us, the terms and conditions of the grant of such loan are not prejudicial to the interest of the Company.
(b) The schedule of repayment of principal and payment of interest is stipulated and the receipt of the same is regular.
(c) There are no amounts of loan granted to such companies which are overdue for more than ninety days.
(iv) According to the information and explanations given to us and representations made by the Management, the Company has complied with the provisions of Section 185 and 186 of the Act in respect of the loans and investments made, and guarantees and securities provided by it.
(v) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.
(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014 prescribed by the Central Government under Section 148(1) of the Companies Act, 2013 in respect of the Company’s products/ services to which the said rules are made applicable and are of the opinion that prima facie the prescribed cost records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employees State Insurance, income tax, sales tax, service tax, duty of customs, value added tax, cess and other material statutory dues have generally been deposited regularly during the year by the Company with the appropriate authorities.
According to the information and explanations given to us, no undisputed amounts payable in respect of applicable statutory dues as referred to above were in arrears as at 31st March, 2017 for a period of more than six months from the date they became payable.
RE: Adani Enterprises Limited
(Referred to in Paragraph 1 of our Report of even date)
Annexure “A” to the Independent Auditor’s Report
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(b) According to the information and explanations given to us, there are no material dues of wealth tax which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of Duty of Customs, Cess, Income Tax, Sales Tax / Value Added Tax, Service Tax, Duty of Excise and FEMA have not been deposited by the Company on account of disputes.
Name of the Statute
Nature of Dues
Forum where Dispute is Pending
Amount (*)(H in Crores)
Amount paid under protest(H in Crores)
Period to which the amount relates
Income Tax Act Income Tax Appellate Authority upto Commissioner's Level
44.99 3.99 2008-09, 2010-11 to 2013-14
Appellate Tribunal 8.65 4.24 2003-04, 2007-08 to 2010-11
High Court 0.02 - 1988-89Finance Act, 1994 Service Tax Appellate Authority
upto Commissioner's Level
8.29 - 2012-13 to 2014-15
Appellate Tribunal 33.77 18.08 2004-05 to 2009-10
Sales Tax Acts Sales Tax Appellate Authority upto Commissioner's Level
209.12 16.36 1999-2000, 2002-03 to 2015-16
Appellate Tribunal 4.60 1.98 2001-02, 2004-05, 2008-09 & 2013-14
High Court 5.74 0.34 2005-06 to 2010-11Supreme Court 11.47 1.91 2006-07 to 2010-11
Excise Act Excise Duty High Court 0.61 0.15 1998-99, 1999-2000
Foreign Exchange Management Act
Penalty Appellate Tribunal 4.10 - 2000-01
Foreign Exchange Regulation Act
Penalty Appellate Authority upto Commissioner's Level
0.16 - 1997-98
Customs Act Customs Duty
Assessing Authority 521.38 152.53 1992-93 to 1995-96, 1997-98, 1999-2000 to 2000-01, 2003-
04 to 2007-08, 2012-13 & 2013-14
Appellate Authority upto Commissioner's Level
2.50 - 2000-01 to 2008-09
Appellate Tribunal 409.77 228.21 1992-93, 1993-94, 1997-98, 2005-06, 2011-12 & 2012-13
Jt. Secretary, Ministry of Finance
0.83 - 2006-07 to 2009-10
Supreme Court 3.56 0.87 1996-97 to 1999-2000
* Amount as per Demand orders including interest and penalty wherever figures available.
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Adani Enterprises Limited 25th Annual Report 2016-17
(viii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, it has not defaulted in repayment of loans or borrowings from Banks and Financial Institutions. The Company has not taken any loan from government and has not issued any debentures.
(ix) Based upon the audit procedures performed, the Company has not raised moneys by way of initial public offer or further public offer. In our opinion and as per the information and explanations given by the management, the Funds raised through debt instruments and term loans have been applied for the purpose they were raised.
(x) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practice in India, and according to the information and explanation given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the management.
(xi) According to the information and explanations given to us and on the basis of our examination of the records of the Company, managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V of the Act.
(xii) In our opinion, the Company is not a nidhi Company. Accordingly the provisions of Clauses 3 (xii) of the Order are not applicable.
(xiii) As per information and explanation given to us and on the basis of our examination of the records of the Company, all the transaction with related parties are
in compliance with Section177 and 188 of Companies Act 2013 and all the details have been disclosed in Standalone Ind AS Financial Statements as required by the applicable Accounting Standards.
(xiv) According to the information and explanations given to us and on the basis of our examination of the records, the Company has not made any preferential allotment or private placement or not issued any debenture during the year under review. Accordingly the provisions of paragraph 3(xiv) of the Order are not applicable.
(xv) According to the information and explanations given to us and on the basis of our examination of the records, the Company has not entered into any non-cash transactions with any director or any person connected with him. Accordingly the provisions of Clauses 3(xv) of the Order are not applicable to the Company.
(xvi) In our opinion, the Company is not required to be registered under Section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3(xvi) of the Order are not applicable.
For DHARMESH PARIKH & CO. Chartered Accountants Firm Reg. No. 112054W
ANUJ JAINPlace: Ahmedabad PartnerDate: 24th May, 2017 Membership No. 119140
104
Report on the Internal Financial Controls under Clause i of sub-section 3 of Section 143 of the Companies Act, 2013 (the Act).
(Referred to in paragraph 2 (f) of our Report of even date)
RE: Adani Enterprises Limited
We have audited the internal financial controls over financial reporting of the Company as of 31st March, 2017 in conjunction with our audit of the Standalone Ind AS Financial Statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial ControlsThe Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditor’s ResponsibilityOur responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit
evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Standalone Ind AS Financial Statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial ReportingA company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that:
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Annexure “B” to the Independent Auditor’s Report
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Adani Enterprises Limited 25th Annual Report 2016-17
Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
OpinionIn our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2017, based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For DHARMESH PARIKH & CO. Chartered Accountants Firm Reg. No. 112054W
ANUJ JAINPlace: Ahmedabad PartnerDate: 24th May, 2017 Membership No. 119140
106
Balance Sheet as at 31st March, 2017(H in Crores)
Particulars Notes As at31st March, 2017
As at31st March, 2016
As at1st April, 2015
ASSETSI Non-Current Assets
(a) Property, Plant & Equipment 4 511.96 424.90 432.75(b) Capital Work-in-Progress 5 621.60 851.15 716.10(c) Investment Property 6 9.37 8.06 6.59(d) Other Intangible Assets 4 650.05 654.07 665.11(e) Financial Assets
(i) Investments 7 3,090.20 1,101.22 1,154.66(ii) Loans 8 87.75 32.32 220.41(iii) Other Financial Assets 9 83.11 256.07 239.70
(f) Income Tax Assets (net) 10 144.38 134.74 93.13(g) Deferred Tax Assets (net) 11 246.57 325.45 268.98(h) Other Non-Current Assets 12 271.94 160.28 174.80
5,716.93 3,948.26 3,972.23II Current Assets
(a) Inventories 13 594.56 530.38 593.18(b) Financial Assets
(i) Investments 14 1.00 1.00 1.00(ii) Trade Receivables 15 2,923.44 2,641.97 3,967.28(iii) Cash & Cash Equivalents 16 259.93 78.63 212.78(iv) Other Balances with Banks 17 104.28 55.24 54.64(v) Loans 18 3,782.93 5,986.20 6,025.64(vi) Other Financial Assets 19 179.06 230.32 112.60
(c) Other Current Assets 20 1,096.15 932.05 917.518,941.35 10,455.79 11,884.63
Total Assets 14,658.28 14,404.05 15,856.86EQUITY AND LIABILITIESEQUITY
(a) Equity Share Capital 21 109.98 109.98 109.98(b) Other Equity 3,657.20 3,435.10 3,144.45Total Equity 3,767.18 3,545.08 3,254.43
LIABILITIESI Non-Current Liabilities
(a) Financial Liabilities(i) Borrowings 22 1,857.82 1,911.33 2,764.01(ii) Other Financial Liabilities 23 78.16 541.39 289.37
(b) Provisions 24 16.36 14.36 12.03(c) Other Non-Current Liabilities 25 - 52.08 1.59
1,952.34 2,519.16 3,067.00II Current Liabilities
(a) Financial Liabilities(i) Borrowings 26 4,905.40 4,119.23 2,625.91(ii) Trade Payables 27 3,217.95 2,937.70 5,760.54(iii) Other Financial Liabilities 28 624.93 845.42 1,063.49
(b) Other Current Liabilities 29 163.21 407.44 76.04(c) Provisions 30 27.27 30.02 9.45
8,938.76 8,339.81 9,535.43Total Equity and Liabilities 14,658.28 14,404.05 15,856.86Summary of significant accounting policies 2
The accompanying notes are an integral part of the financial statements.
As per our attached report of even date For and on behalf of the Board
For DHARMESH PARIKH & CO., GAUTAM S. ADANI RAJESH S. ADANIChartered Accountants Chairman Managing DirectorFirm Registration Number : 112054W DIN : 00006273 DIN : 00006322
ANUJ JAIN AMEET H. DESAI JATIN JALUNDHWALAPartner Executive Director and CFO Company Secretary &Membership No. 119140 DIN : 00007116 Sr. Vice President (Legal)
Place : Ahmedabad Place : AhmedabadDate : 24th May, 2017 Date : 24th May, 2017
107
Adani Enterprises Limited 25th Annual Report 2016-17
The accompanying notes are an integral part of the financial statements.
As per our attached report of even date For and on behalf of the Board
For DHARMESH PARIKH & CO., GAUTAM S. ADANI RAJESH S. ADANIChartered Accountants Chairman Managing DirectorFirm Registration Number : 112054W DIN : 00006273 DIN : 00006322
ANUJ JAIN AMEET H. DESAI JATIN JALUNDHWALAPartner Executive Director and CFO Company Secretary &Membership No. 119140 DIN : 00007116 Sr. Vice President (Legal)
Place : Ahmedabad Place : AhmedabadDate : 24th May, 2017 Date : 24th May, 2017
Statement of Profit & Loss for the year ended 31st March, 2017(H in Crores)
Particulars Notes For the year ended 31st March, 2017
For the year ended 31st March, 2016
I. Revenue from Operations 31 8,595.01 8,148.86 II. Other Income 32 687.17 977.64 III. Total Revenue (I + II) 9,282.18 9,126.50 IV. Expenses
Purchases of Stock-in-Trade 33 6,792.79 6,092.91 Changes in Inventories of Stock-in-Trade 34 (62.16) 51.43 Employee Benefits Expense 35 247.07 239.39 Finance costs 36 791.71 717.14 Depreciation & Amortisation 4 78.86 79.36 Operating and Other Expenses 37 1,047.96 1,472.04 Total Expenses 8,896.23 8,652.27
V. Profit/(Loss) before Exceptional items and tax (III-IV) 385.95 474.23 VI. Add/(Less) : Exceptional items 38 - 41.73VII. Profit/(Loss) for the year before tax (V-VI) 385.95 515.96 VIII. Tax Expense:
Current Tax 82.87 53.17 Tax Adjustment for earlier years 3.54 20.16 Deferred tax (including MAT) 11 77.90 (77.48)Total Tax Expense 164.31 (4.15)
IX. Profit/(Loss) for the year (VII - VIII) 221.64 520.11 X. Other Comprehensive Income
Item that will not be reclassified to Statement of Profit & Loss(a) Remeasurement of employee benefit obligations 0.70 1.02 (b) Income tax relating to the above item (0.24) (0.35)Item that will be reclassified to Statement of Profit & Loss - - Other Comprehensive Income (after tax) 0.46 0.67
XI. Total Comprehensive Income (after tax) (IX + X) 222.10 520.78 XII. Earning per Equity Share of H1/- each
- Basic & Diluted 50 2.02 4.73 Summary of significant accounting policies 2
108
Statement of Changes in Equity for the year ended 31st March, 2017
A. Equity Share CapitalParticulars No. Shares Amount (Hin Crores)Balance as at 1st April, 2015 1,09,98,10,083 109.98Changes in equity share capital during the year - - Balance as at 31st March, 2016 1,09,98,10,083 109.98Changes in equity share capital during the year - - Balance as at 31st March, 2017 1,09,98,10,083 109.98
B. Other Equity (H in Crores)Particulars Reserves and Surplus Total
General Reserve
Securities Premium Reserve
Capital Reserve
Retained Earnings
Balance as at 1st April, 2015 339.26 8,210.78 - 1,798.00 10,348.04Less : On account of scheme of arrangement - (7,228.14) 24.55 - (7,203.59)
339.26 982.64 24.55 1,798.00 3,144.45Profit for the year - - - 520.11 520.11Other Comprehensive Income for the year - - - 0.67 0.67Total Comprehensive Income for the year - - - 520.78 520.78Dividends paid - - - (197.96) (197.96)Tax on Dividend (net of credit paid) - - - (0.07) (0.07)Transaction with Owners in their capacity as Owners, recorded directly in Equity
- - - (198.03) (198.03)
Transfer to General Reserve 10.00 - - (10.00) - Others Adjustment - - - 2.22 2.22Issue of Corporate Guarantees for Group Companies (34.32) - - - (34.32)Balance as at 31st March, 2016 314.94 982.64 24.55 2,112.97 3,435.10Profit for the year - - - 221.64 221.64Other Comprehensive Income for the year - - - 0.46 0.46Total Comprehensive Income for the year - - - 222.10 222.10Transfer to General Reserve 10.00 - - (10.00) - Balance as at 31st March, 2017 324.94 982.64 24.55 2,325.07 3,657.20
The accompanying notes are an integral part of the financial statements.
As per our attached report of even date For and on behalf of the Board
For DHARMESH PARIKH & CO., GAUTAM S. ADANI RAJESH S. ADANIChartered Accountants Chairman Managing DirectorFirm Registration Number : 112054W DIN : 00006273 DIN : 00006322
ANUJ JAIN AMEET H. DESAI JATIN JALUNDHWALAPartner Executive Director and CFO Company Secretary &Membership No. 119140 DIN : 00007116 Sr. Vice President (Legal)
Place : Ahmedabad Place : AhmedabadDate : 24th May, 2017 Date : 24th May, 2017
109
Adani Enterprises Limited 25th Annual Report 2016-17
Cash Flow Statement for the year ended 31st March, 2017(H in Crores)
Particulars For the year ended 31st March, 2017
For the year ended 31st March, 2016
A CASH FLOW FROM OPERATING ACTIVITIESNet Profit Before Tax 385.95 515.96Adjustment for:
Depreciation / Amortization 78.86 79.36 Interest / Dividend from Investments (3.76) (216.80)Exchange Rate Difference Adjustment (189.59) (66.46)Net Gain on Sale of Current Investments (12.70) (10.01)Loss/(Profit) on Sale of Fixed Assets (Net) 7.25 0.27 Bad Debts / Provision for Doubtful Debts, Loans & Advances 9.84 (11.99)Liability no Longer Required to be Written back (3.90) (6.63)Finance Cost 791.71 717.14Interest Income (627.71) (665.02)Exceptional Items (Net) - (41.73)
Operating Profit before Working Capital changes 435.96 294.09Adjustment for:
Trade & Other Receivables (242.92) 1,239.48 Inventories (64.18) 50.75 Loans & Advances 0.58 4.47 Trade Payables, Other Liabilities & Provisions (180.04) (2,198.75)
Cash generated from operations (50.60) (609.95) Direct Tax (paid) / refund (95.08) (94.27)Net Cash from Operating Activities A (145.68) (704.22)
B CASH FLOW FROM INVESTING ACTIVITIESCapital Expenditure on Fixed Assets (after adjustment of increase/decrease of Capital Work-in-Progress and advances)
(136.35) (177.62)
Sale/Disposal of Fixed Assets 0.76 0.54 Loans to Subsidiary / Joint Venture Companies / Associates (Net) 1,002.26 549.85 Loans to Others (Net) (2.12) 43.88 Proceeds from Sale/Redemption of Investments in Subsidiaries / JVs / Associates 299.86 291.47 Advance against Sale of Investments in Subsidiaries / JVs / Associates - 52.00 Purchase of Investments in Subsidiaries / JVs (1,141.58) (143.63)Gain from Sale/Redemption of Investments in others (net) 12.70 10.01 Purchase of Investments in others * - Investment in Limited Liability Partnerships (0.13) - Withdrawal/(Investments) in short term deposits (net) (21.00) (12.76)Dividend from Investments 3.76 216.80 Interest Received 619.74 269.59 Net Cash used in Investing Activities B 637.89 1,100.12
(*Denotes amount less than H50,000)
110
Cash Flow Statement for period year 31st March, 2017(H in Crores)
Particulars For the year ended 31st March, 2017
For the year ended 31st March, 2016
C CASH FLOW FROM FINANCING ACTIVITIESProceeds/(Repayment) Short Term Loan from Subsidiary (Net) 178.80 300.00 Proceeds/(Repayment) from Short Term Borrowings (Net) 640.14 1,466.31 Proceeds from Long Term Borrowings - 537.04 Repayment of Long Term Borrowings (328.36) (1,947.88)Finance Cost Paid (801.49) (688.10)Dividend Paid (Including Dividend Tax) - (197.81)Net Cash from Financing Activities C (310.91) (530.44)Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) 181.30 (134.54)Cash & Cash equivalent at the beginning of the year 78.63 183.19 Cash & Cash equivalent changes due to merger/de-merger - 29.98 Cash & Cash Equivalents as at the end of the year 259.93 78.63
Summary of significant accounting policies 2
Note : The above Cash Flow Statement has been prepared under the “Indirect Method” as set out in the Indian Accounting Standard (Ind AS-7) - Statement of Cash Flow.
As per our attached report of even date For and on behalf of the Board
For DHARMESH PARIKH & CO., GAUTAM S. ADANI RAJESH S. ADANIChartered Accountants Chairman Managing DirectorFirm Registration Number : 112054W DIN : 00006273 DIN : 00006322
ANUJ JAIN AMEET H. DESAI JATIN JALUNDHWALAPartner Executive Director and CFO Company Secretary &Membership No. 119140 DIN : 00007116 Sr. Vice President (Legal)
Place : Ahmedabad Place : AhmedabadDate : 24th May, 2017 Date : 24th May, 2017
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Adani Enterprises Limited 25th Annual Report 2016-17
1 CORPORATE INFORMATION
Adani Enterprises Limited (‘the Company’, ‘AEL’) is a public company domiciled in India and incorporated under the provisions of Companies Act, 1956, having its registered office at “Adani House”, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380009, Gujarat, India. Its shares are listed on the Bombay Stock Exchange and National Stock Exchange. The Company is in the business of Trading of Coal and other commodities & Coal Mine Development and Operations.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Statement of Compliance The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS)
notified under the Companies (Indian Accounting Standards) Rules, 2015. The Company has adopted Ind AS with effect from 1st April, 2016 in accordance with the notification issued by the Ministry of Corporate Affairs.
For all periods up to and including the year ended 31st March, 2016, the Company had prepared its financial statements in accordance with Accounting Standards notified under the Section 133 of the Companies Act, 2013, read together with Rule 7 of the Companies (Accounts) Rules, 2014 (‘Previous GAAP’).
These financial statements are the first financial statements of the Company under Ind AS. The date of transition to Ind AS is April 1, 2015. Previous year numbers in the financial statements have been restated as per Ind AS. Refer to note 3 for information on how the transition from Previous GAAP to Ind AS has affected the previously reported financial position, financial performance and Cash Flows.
b) Basis of Preparation of Financial Statements The financial statements have been prepared on the historical cost basis except for certain financial instruments that
are measured at fair values at the end of each reporting period, as explained in the accounting policies. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the market participants at the measurement date.
c) Use of Estimates and Judgements The preparation of financial statements in conformity with Ind AS requires management to make certain judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities (including contingent liabilities) and the accompanying disclosures. Future results could differ due to these estimates and differences between the actual results and the estimates are recognised in the periods in which the results are known / materialised.
Estimates and assumptions are required in particular for:
i) Useful life of property, plant and equipments and intangible assets: Determination of the estimated useful life of property, plant and equipment and intangible assets and the assessment
as to which components of the cost may be capitalised. Useful life of these assets is based on the life prescribed in Schedule II to the Companies Act, 2013 or based on technical estimates, taking into account the nature of the asset, estimated usage, expected residual values and operating conditions of the asset.
ii) Impairment: Determining whether property, plant and equipment and intangible assets are impaired requires an estimation of
the value in use of the relevant cash generating units. The value in use calculation is based on a Discounted Cash Flow model over the estimated useful life of the underlying assets or cash generating units. Further, the cash flow projections are based on estimates and assumptions relating to expected revenues, operational performance of the assets, market prices of related products or services, inflation, terminal value etc. which are considered reasonable by the management.
iii) Taxes: The Company’s tax jurisdiction is India. Significant judgements are involved in estimating budgeted profits for the
purpose of paying advance tax, determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions. Significant management judgement is also required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies, including estimates of temporary differences reversing on account of available benefits from the Income Tax Act, 1961.
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iv) Fair value measurement of financial instruments: When the fair values of financials assets and financial liabilities recorded in the Balance Sheet cannot be measured
based on quoted prices in active markets, their fair value is measured using valuation techniques, including the discounted cash flow model, which involve various judgements and assumptions.
v) Defined benefit plans: The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined
using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
d) Current & Non-Current Classification Any asset or liability is classified as current if it satisfies any of the following conditions:
i) The asset/liability is expected to be realized/settled in the Company’s normal operating cycle;
ii) The asset is intended for sale or consumption;
iii) The asset/liability is held primarily for the purpose of trading;
iv) The asset/liability is expected to be realized/settled within twelve months after the reporting period;
v) The asset is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting date;
vi) In the case of a liability, the Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
All other assets and liabilities are classified as non-current.
For the purpose of current/non-current classification of assets and liabilities, the Company has ascertained its normal operating cycle as twelve months. This is based on the nature of services and the time between the acquisition of assets or inventories for processing and their realization in cash and cash equivalents.
e) Foreign Currency Translation
i) Functional and presentation currency The financial statements are presented in Indian Rupee (H), which is entity’s functional and presentation currency.
ii) Transactions and Balances Foreign currency transactions are translated into the functional currency, for initial recognition, using the exchange
rates at the dates of the transactions.
All foreign currency denominated monetary assets and liabilities are translated at the exchange rates on the reporting date. Exchange differences arising on settlement or translation of monetary items are recognised in Statement of Profit and Loss with the exception of exchange differences arising on long-term foreign currency monetary items recognised in the financial statements as at 31st March, 2016 and related to acquisition of a fixed assets and such differences are capitalised and depreciated over the remaining useful life of the related asset. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
f) Cash & Cash Equivalents Cash comprises cash on hand and demand deposit with banks. Cash equivalents are short-term balances (with an original
maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.
g) Property, Plant and Equipment i) Property, Plant and Equipments, including Capital Work in Progress, are stated at cost of acquisition or construction
less accumulated depreciation and impairment losses, if any. Cost comprises the purchase price (net of tax credits, wherever applicable), import duty and other non-refundable taxes or levies and any directly attributable cost of bringing the asset to its working condition for its intended use. Borrowing cost relating to acquisition / construction
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of Property, Plant and Equipment which takes substantial period of time to get ready for its intended use are also included to the extent they relate to the period till such assets are ready to be put to use. The present value of the expected cost for the decommissioning of an asset after its use is included in the cost of the respective asset if the recognition criteria for a provision are met.
ii) Subsequent expenditure related to an item of Property, Plant and Equipment are included in its carrying amount or recognised as a separate asset, as appropriate, only when it is probable that the future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All other expenses on existing Property, Plant and Equipments, including day-to-day repair and maintenance expenditure and cost of replacing parts, are charged to the Statement of Profit and Loss for the period during which such expenses are incurred.
iii) The Company adjusts exchange differences arising on translation/settlement of long-term foreign currency monetary items existing as at March 31, 2016 and pertaining to the acquisition of a depreciable asset to the cost of the asset and depreciates the same over the remaining useful life of the asset. The depreciation on such foreign exchange difference is recognised from the first day of the financial year.
iv) Depreciation is provided using straight-line method as specified in Schedule II to the Companies Act, 2013. Estimated useful life of assets are determined based on technical parameters / assessments. Depreciation on assets acquired / disposed off during the year is provided on pro-rata basis with reference to the date of addition / disposal. Leasehold land and Leasehold improvements are amortised over the period of the lease.
v) An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from continued use of the asset. Any gain or loss arising on the disposal or retirement of property, plant and equipment is determined as the difference between the sale proceeds and the carrying amount of the assets and is recognised in Statement of Profit and Loss.
h) Investment Properties i) Property which is held for long-term rental yields or for capital appreciation or both, is classified as Investment Property.
Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any.
ii) Investment properties currently comprises of plot of lands only and hence the same are not depreciated.
iii) Investment properties are derecognised either when they have been disposed of or when they are permanently withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in Statement of Profit and Loss in the period in which the property is derecognised.
i) Intangible Assets i) Intangible assets are measured on initial recognition at cost and are subsequently carried at cost less any accumulated
amortisation and accumulated impairment losses, if any. Internally generated intangibles are not capitalised.
ii) The intangible assets of the Company are assessed to be of finite lives and are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The Company reviews amortisation period on an annual basis.
Intangible assets are amortised on straight line basis over their estimated useful lives as follows:
Intangible Assets Estimated Useful Life (Years)Software applications 3-5 Years based on management estimate
Mine Development Assets Over a period of underlying contract
iii) Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Profit and Loss when the asset is derecognised.
j) Impairment of Non-Financial Assets i) The carrying amount of the non-financial assets of the Company is reviewed at each balance sheet date to determine
whether there is any indication of impairment. If any such indication exists, the recoverable amount of the assets is estimated in order to determine the extent of impairment.
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ii) The impairment loss is recognised whenever the carrying amount of an asset or its cash generation unit exceeds its recoverable amount. The recoverable amount is the higher of the asset’s fair value less cost of disposal and value in use which is determined based on the estimated future cash flow discounted to their present value. All impairment losses are recognised in the Statement of Profit and Loss.
iii) An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount and is recognised in the Statement of Profit and Loss. The reversal is limited so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised in prior years.
k) Investment in Subsidiaries, Joint Ventures and Associates Investment in Subsidiaries, Joint Ventures and Associates are measured at cost less impairment in accordance with Ind AS
27 “Separate Financial Statements”.
l) Financial Instruments A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in Statement of Profit and Loss.
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by a Company entity are recognised at the proceeds received, net of direct issue costs.
A) Financial Assets All financial assets, except investment in subsidiaries, associates and joint ventures are recognised initially at fair
value.
The measurement of financial assets depends on their classification, as described below:
1) At amortised cost A financial asset is measured at the amortised cost if both the following conditions are met :
(a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
(b) Contractual terms of the asset give rise, on specified dates, to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.
This category is the most relevant to the Company. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the Statement of Profit and Loss. The losses arising from impairment are recognised in the Statement of Profit and Loss. This category generally applies to trade and other receivables.
2) At Fair Value through Other Comprehensive Income (FVTOCI) A financial asset is classified as at the FVTOCI if both of the following criteria are met:
a) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and
(b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.
Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognised in the other comprehensive income (OCI) and on derecognition,
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cumulative gain or loss previously recognised in OCI is reclassified to Statement of Profit and Loss. For equity instruments, the Company may make an irrevocable election to present subsequent changes in the fair value in OCI. If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognised in the OCI. There is no recycling of the amounts from OCI to Statement of Profit and Loss, even on sale of investment.
3) At Fair Value through Profit & Loss (FVTPL) FVTPL is a residual category for debt instruments and default category for equity instruments. Financial assets
included within the FVTPL category are measured at fair value with all changes recognised in the Statement of Profit and Loss.
In addition, the Company may elect to designate a debt instrument, which otherwise meets amortised cost or FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as ‘accounting mismatch’).
Derecognition On derecognition of a financial asset, the difference between the asset’s carrying amount and the sum of the
consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in Statement of Profit and Loss if such gain or loss would have otherwise been recognised in Statement of Profit and Loss on disposal of that financial asset.
Impairment of financial assets The Company applies Expected Credit Loss (ECL) model for measurement and recognition of impairment loss on the
financial assets and credit risk exposure. The Company assesses on a forward looking basis the expected credit losses associated with its receivables based on historical trends and past experience.
The Company follows ‘Simplified Approach’ for recognition of impairment loss allowance on all trade receivables or contractual receivables. Under the simplified approach the Company does not track changes in credit risk, but it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition. If credit risk has not increased significantly, 12 month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used.
ECL is the difference between all contracted cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive, discounted at the original EIR. ECL impairment loss allowance (or reversal) recognised during the period is recognised as income / (expense) in the Statement of Profit and Loss.
B) Financial Liabilities Financial liabilities are classified, at initial recognition as at amortised cost or fair value through profit or loss. The
measurement of financial liabilities depends on their classification, as described below:
At amortised cost This is the category most relevant to the Company. After initial recognition, financial liabilities are subsequently
measured at amortised cost using the EIR method. Gains and losses are recognised in Statement of Profit and Loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the Statement of Profit and Loss.
At fair value through Profit & Loss (FVTPL) Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities
designated upon initial recognition as such. Subsequently, any changes in fair value are recognised in the Statement of Profit and Loss.
Derecognition of Financial Liability A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. The
difference in the respective carrying amounts is recognised in the Statement of Profit and Loss.
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C) Derivative financial instruments
Initial recognition and subsequent measurement The Company uses derivative financial instruments such as forward and options currency contracts to hedge its
foreign currency risks. Such derivative financial instruments are initially recognised and subsequently measured at fair value through profit or loss (FVTPL). Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.
Any gains or losses arising from changes in the fair value of derivative financial instrument are recognised in the Statement of Profit and Loss and reported with foreign exchange gains/(loss) not within results from operating activities. Changes in fair value and gains/(losses) on settlement of foreign currency derivative financial instruments relating to borrowings, which have not been designated as hedge are recorded as finance expense.
m) Income Taxes Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the
year. Current and deferred taxes are recognised in Statement of Profit and Loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively.
i) Current Income Tax Provision for current tax is measured at the amount of tax expected to be payable on the taxable income for the year
as determined in accordance with the provisions of the Income Tax Act, 1961. Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities.
Current tax assets and liabilities are offset where the Company has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
ii) Deferred Tax Deferred income tax is recognised using the Balance Sheet approach. Deferred income tax assets and liabilities are
recognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount, except when the deferred income tax arises from the initial recognition of an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction.
Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised. The carrying amount of unrecognised deferred tax assets are reviewed at each reporting date to assess their realisability and corresponding adjustment is made to carrying values of deferred tax assets in the financial statements.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset where a legally enforceable right exists to offset current tax assets and liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
Deferred tax includes MAT tax credit. The Company recognises tax credits in the nature of MAT credit as an asset only to the extent that there is convincing evidence that the Company will pay normal income tax during the specified period, i.e., the period for which tax credit is allowed to be carried forward. The Company reviews the such tax credit asset at each reporting date to assess its recoverability.
n) Inventories i) Inventories are valued at lower of cost or net realisable value.
ii) Cost of inventories have been computed to include all costs of purchases, cost of conversion and other costs incurred in bringing the inventories to their present location and condition.
iii) The basis of determining cost for various categories of inventories are as follows:
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Raw material Weighted Average Cost
Traded goods Weighted Average Cost
Stores and Spares Weighted Average Cost
iv) Net realisable value is the estimated selling price in the ordinary course of business, less estimated cost of completion and estimated cost necessary to make the sale. Necessary adjustment for shortage / excess stock is given based on the available evidence and past experience of the Company.
o) Provision, Contingent Liabilities and Contingent Assets Provisions are recognised for when the Company has at present, legal or contractual obligation as a result of past events,
only if it is probable that an outflow of resources embodying economic outgo or loss will be required and if the amount involved can be measured reliably. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Contingent liabilities being a possible obligation as a result of past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more future events not wholly in control of the Company are not recognised in the accounts. The nature of such liabilities and an estimate of its financial effect are disclosed in notes to the financial statements.
Contingent assets are not recognised in the financial statements. the nature of such assets and an estimate of its financial effect are disclosed in notes to the financial statements.
p) Revenue Recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the
revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment. Amounts disclosed as Revenue are net of returns, trade allowances, rebates and taxes or duties collected on behalf of the government.
The specific recognition criteria described below must also be met before revenue is recognised.
Sale of Goods Revenue from the sale of goods is recognised when the significant risk and rewards of ownership of the goods have been
passed to the customer.
Rendering of Services Revenue from services rendered is recognised when the work is performed and as per the terms of agreement.
Dividends Revenue is recognised when the Company’s right to receive the payment is established, which is generally when
shareholders approve the dividend.
Interest Income Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate
applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition.
q) Employee Benefits Employee benefits includes gratuity, compensated absences, contribution to provident fund, employees’ state insurance
and superannuation fund.
Short Term Employee Benefits Employee benefits payable wholly within twelve months of rendering the services are classified as short term employee
benefits and recognised in the period in which the employee renders the related service.
Post Employment Benefits
i) Defined Contribution Plans Retirement benefits in the form of provident fund and superannuation fund are defined contribution schemes. The
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Company has no obligation, other than the contribution payable to the provident fund. The Company recognises contribution payable to the these funds as an expense, when an employee renders the related service.
ii) Defined Benefit Plans The Company operates a defined benefit gratuity plan. The cost of providing benefits under the defined benefit plan
is determined based on actuarial valuation, carried out by an independent actuary, using the projected unit credit method. The liability for gratuity is funded annually to a gratuity funds maintained with the Life Insurance Corporation of India and SBI Life Insurance Company Limited.
Re-measurements gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through other comprehensive income in the period in which they occur. Re-measurements are not reclassified to profit or loss in subsequent periods. Net interest is calculated by applying the discount rate to the net balance of defined benefit liability or asset.
The Company recognises the following changes in the net defined benefit obligation as an expense in the statement of profit and loss in the line item “Employee Benefits Expense”:
- Service cost including current service cost, past service cost, gains and losses on curtailments and non-routine settlements; and
- Net interest expense or income
iii) Other Long Term Employee Benefits Other long term employee benefits comprise of compensated absences/leaves. The actuarial valuation is done as
per projected unit credit method. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in the Statement of Profit and Loss.
iv) For the purpose of presentation of defined benefit plans and other long term benefits, the allocation between current and non-current provisions has been made as determined by an actuary.
r) Borrowing Costs Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset that necessarily
takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing costs also includes exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the borrowing costs. All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
s) Leases A lease is classified at the inception date as a finance lease or an operating lease. Leases are classified as finance leases
whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. The Company has identified all its leases as operating leases.
i) Assets taken on operating lease : Operating lease payments are recognised as an expense in the statement of profit and loss on a straight-line basis
over the lease term.
ii) Assets given on operating lease : Assets subject to operating leases are included in fixed assets. Rental income from operating leases is recognised
in the statement of profit and loss on a straight-line basis over the lease term. Costs including depreciation are recognised as an expense in the statement of profit and loss.
t) Segment Accounting Operating segments are reported in a manner consistent with the internal reporting to management. For management
purposes, the Company is organised into business units based on its products and services.
Operating results of the business units are monitored separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements.
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u) Related Party Transactions Disclosure of transactions with Related Parties, as required by Ind AS 24 “Related Party Disclosures” has been set out
in a separate note. Related parties as defined under clause 9 of the Ind AS 24 have been identified on the basis of representations made by the management and information available with the Company.
v) Earning Per Share Basic EPS is computed by dividing the profit or loss attributable to the equity shareholders of the Company by the
weighted average number of equity shares outstanding during the year. Diluted EPS is computed by adjusting the profit or loss attributable to the ordinary equity shareholders and the weighted average number of equity shares, for the effects of all dilutive potential equity shares.
w) Proposed Dividend The Company recognises a liability to pay dividend to equity holders when the distribution is authorised and the distribution
is no longer at the discretion of the Company. As per the Companies Act 2013, a distribution is authorised when it is approved by the shareholders. a corresponding amount is recognised directly in equity.
x) Service Work in Progress Service Work in Progress is valued at lower of cost and net realisable value. Cost is determined based on Weighted Average
Cost Method.
Service Work In Progress represents closing inventory of Washed and Reject Coal, which is not owned by the Company as per the terms of MDO contract. Hence, this represents work performed under contractual liability in bringing this inventory to its present condition and location.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale.
y) Overburden Cost Adjustment Overburden removal expenses incurred during production stage are charged to revenue based on waste-to-ore ratio,
(commonly known as Stripping Ratio in the industry). This ratio is taken based on the current operational phase of overall mining area. To the extent the current period ratio exceeds the expected Stripping Ratio of a phase, excess overburden costs incurred in a period are deferred and shown under “Other Non-Current Assets”.
z) Expenditure Expenses are net of taxes recoverable, where applicable.
3 FIRST-TIME ADOPTION OF IND-AS The Company has adopted Ind AS from 1st April, 2016 and the date of transition to Ind AS is 1st April, 2015. These being the
first financial statements in compliance with Ind AS, the impact of transition has been accounted for in opening reserves and comparable periods have been restated in accordance with Ind AS 101 –“First-time Adoption of Indian Accounting Standards”. The Company has presented a reconciliation of its equity under Previous GAAP to its equity under Ind AS as at 1st April, 2015 and 31st March, 2016 and of the total comprehensive income for the year ended 31st March, 2016 as required by Ind AS 101.
Following are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from Previous GAAP to Ind AS.
a) Deemed cost of property, plant and equipment and intangible assets The Company has elected to continue with the carrying value of all its property, plant and equipments and intangible
assets recognised as of 1st April, 2015 measured as per the Previous GAAP and use that carrying value as its deemed cost on transition date.
b) Deemed cost of investments in subsidiaries, joint ventures and associates The Company has elected to continue with the carrying value of its investment in subsidiaries, joint ventures and associates
recognised as of 1st April, 2015 measured as per the Previous GAAP and use that carrying value as its deemed cost of transition date.
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c) Exchange differences on long term foreign currency borrowings The Company has elected to continue the policy adopted for accounting for exchange differences arising from translation
of long-term foreign currency monetary items outstanding and recognised in the financial statements for the period ending immediately before the beginning of the first Ind AS financial reporting period as at 31st March, 2016 as per the Previous GAAP.
d) Business Combinations The Company has elected to apply Ind AS 103 “Business Combination” prospectively to Business Combinations occurring
after its transition date. Hence, the Company has not restated past business combinations that have an acquisition date prior to the transition date.
e) Embedded Leases The Company has opted not to apply the requirements of Appendix C to Ind AS 17 retrospectively. Based on this exemption,
assessment of whether an arrangement contains a lease or not has been made on the basis of facts and circumstances existing as at the transition date, instead of at the inception of contract or arrangement.
f) Derecognition of financial assets and financial liabilities The Company has applied the derecognition requirements of financial assets and financial liabilities prospectively for
transactions occurring on or after transition date.
g) Classification and measurement of financial assets The Company has assessed classification and measurement of financial assets on the basis of facts and circumstances
that exist as on transition date.
h) Impairment of financial assets The Company has applied impairment requirements of Ind AS 109 retrospectively; however, as permitted by Ind AS 101, it
has used reasonable and supportable information that is available without undue cost or effort to determine the credit risk at the date that financial instruments were initially recognised in order to compare it with the credit risk at the transition date.
i) Assessment of embedded derivatives The Company has assessed whether an embedded derivative is required to be separated from the host contract and
accounted for as a derivative on the basis of the conditions that existed at the later of the date it first became a party to the contract and the date when there has been a change in the terms of the contract that significantly modifies the cash flows that otherwise would be required under the contract.
3.1 Reconciliations between Previous GAAP and Ind ASInd AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior period. The following tables represent the reconciliations from Previous GAAP to Ind AS:
Reconciliation of Equity as at 31st March, 2016 and 1st April, 2015 : (H in Croress)Particulars Notes As at
31st March, 2016As at
1st April, 2015Total Equity as per Previous GAAP 3,560.30 10,278.06On account of scheme of arrangement - (7,203.59)
3,560.30 3,074.47i) MTM effect of derivatives (a) (2.60) (0.82)ii) Impact of accounting of financial instruments at amortised cost (b) 5.07 (0.30)iii) Accounting for asset retirement obligations (d) (1.49) (0.97)iv) Deferred tax impact on the above adjustments (e) (16.20) (3.27)v) Reversal of proposed dividend (including tax) (f) - 185.32Total Equity as per Ind AS 3,545.08 3,254.43
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Notes forming part of the Financial Statements for the year ended 31st March, 2017
Reconciliation of Total Comprehensive Income for the year ended 31st March, 2016: (H in Crores)Particulars Notes For the year ended
31st March, 2016Net Profit as per Previous GAAP 496.33i) MTM effect of derivatives (a) (1.79)ii) Impact of accounting of financial instruments at amortised cost (b) 39.70iii) Actuarial (gains) / losses reclassified to other comprehensive income (c) (1.02)iv) Accounting for asset retirement obligations (d) (0.53)v) Deferred tax impact on the above adjustments (e) (12.58)Net profit after tax as per Ind AS 520.11 Other Comprehensive Income (net of taxes) 0.67 Total Comprehensive Income under Ind AS 520.78
Notes to above reconciliations :
a) MTM on derivative financial instruments : Derivative financial instruments have been fair valued through profit and loss under Ind AS. Under Previous GAAP, the
net mark to market losses on derivative financial instruments, other than those designated as cash flow hedges, were recognised in statement of profit and loss, and the net gains, if any, were ignored.
b) Impact on accounting of financial instruments at amortised cost : The Company has valued financial assets (other than investment in joint ventures, subsidiaries and associates which are
accounted at cost) and financial liabilities, at fair value at the inception of the contract. Impact of fair value changes as on date of transition, is recognised in opening reserves. These financial instruments have been subsequently accounted under the amortised cost model, with resultant changes thereafter being recognised in statement of profit and loss.
c) Actuarial Valuation : Actuarial gains / losses on account of changes in actuarial assumptions are recognised in other comprehensive income.
d) Accounting for asset retirement obligations : Cost of decommissioning any item of property, plant and equipment is included in the initial cost thereof and a liability
equivalent to present value of such costs is recognised. Depreciation on asset and imputed interest on the provision is subsequently recognised in the statement of profit and loss.
e) Deferred tax : The impact of transition adjustments together with Ind AS mandate of using balance sheet approach (against profit and
loss approach in the Previous GAAP) for computation of deferred taxes has resulted in charge to reserves on the date of transition, with consequential impact in the statement of profit and loss for the subsequent periods.
f) Reversal of proposed dividend (including tax) : Under Previous GAAP, dividends proposed by the Board of Directors after the reporting date but before the approval
of financial statements were considered to be adjusting event and accordingly recognised (along with related dividend distribution tax) as liability at the reporting date. Under Ind AS, dividends are recognised when the same is approved by the shareholders in the general meeting. Accordingly, provision for so proposed dividend and dividend distribution tax recognised under Previous GAAP has been reversed.
122
Notes forming part of the Financial Statements for the year ended 31st March, 2017
Reconciliation of Balance Sheets as at 31st March, 2016 and 1st April, 2015 : (H in Crores)Particulars As at 31st March, 2016 As at 1st April, 2015
Previous GAAP
Ind ASAdjustments
Ind AS Previous GAAP
On account of Scheme of Arrangement
Previous GAAP post Scheme of
Arrangement
Ind ASAdjustments
Ind AS
ASSETSNon-Current AssetsProperty, Plant & Equipment 429.22 (4.32) 424.90 874.25 (438.79) 435.46 (2.71) 432.75Capital Work-in-Progress 851.15 - 851.15 270.37 445.73 716.10 - 716.10Investment Property - 8.06 8.06 - - - 6.59 6.59Other Intangible Assets 654.07 - 654.07 23.44 641.67 665.11 - 665.11Financial Assets(i) Investments 1,081.43 19.79 1,101.22 6,953.42 (5,798.76) 1,154.66 - 1,154.66(ii) Loans 32.32 - 32.32 856.14 (635.73) 220.41 - 220.41(iii) Other Financial Assets 263.99 (7.92) 256.07 76.97 187.65 264.62 (24.92) 239.70Income Tax Assets (net) 134.74 - 134.74 87.19 5.94 93.13 - 93.13Deferred Tax Assets (net) 341.66 (16.21) 325.45 272.25 - 272.25 (3.27) 268.98Other Non-Current Assets 143.29 16.99 160.28 130.72 24.91 155.63 19.17 174.80
3,931.87 16.39 3,948.26 9,544.75 (5,567.38) 3,977.37 (5.14) 3,972.23Current AssetsInventories 530.38 - 530.38 584.92 8.26 593.18 - 593.18Financial Assets(i) Investments 1.00 - 1.00 1.00 - 1.00 - 1.00(ii) Trade Receivables 2,641.97 - 2,641.97 3,794.76 172.52 3,967.28 - 3,967.28(iii) Cash & Cash Equivalents 78.63 - 78.63 182.80 29.98 212.78 - 212.78(iv) Other Balances with
Banks68.44 (13.20) 55.24 55.46 - 55.46 (0.82) 54.64
(v) Loans 5,986.20 - 5,986.20 7,463.40 (1,437.76) 6,025.64 - 6,025.64(vi) Others Financial Assets 227.85 2.47 230.32 97.40 13.23 110.63 1.97 112.60Other Current Assets 929.38 2.67 932.05 903.61 (0.35) 903.26 14.25 917.51
10,463.85 (8.06) 10,455.79 13,083.35 (1,214.12) 11,869.23 15.40 11,884.63Total Assets 14,395.72 8.33 14,404.05 22,628.10 (6,781.50) 15,846.60 10.26 15,856.86EQUITY AND LIABILITIESEQUITYEquity Share Capital 109.98 - 109.98 109.98 - 109.98 - 109.98Other Equity 3,450.32 (15.22) 3,435.10 10,168.08 (7,203.59) 2,964.49 179.96 3,144.45Total Equity 3,560.30 (15.22) 3,545.08 10,278.06 (7,203.59) 3,074.47 179.96 3,254.43LIABILITIESNon-Current LiabilitiesFinancial Liabilities(i) Borrowings 1,911.33 - 1,911.33 2,521.76 242.25 2,764.01 - 2,764.01(ii) Other Financial Liabilities 541.47 (0.08) 541.39 289.49 - 289.49 (0.12) 289.37Provisions 9.12 5.24 14.36 5.69 1.49 7.18 4.85 12.03Other Non-Current Liabilities 52.00 0.08 52.08 * - * 1.59 1.59
2,513.92 5.24 2,519.16 2,816.94 243.74 3,060.68 6.32 3,067.00Current LiabilitiesFinancial Liabilities(i) Borrowings 4,119.23 - 4,119.23 2,635.20 (9.29) 2,625.91 - 2,625.91(ii) Trade Payables 2,964.98 (27.28) 2,937.70 5,781.91 14.82 5,796.73 (36.19) 5,760.54(iii) Other Financial Liabilities 815.52 29.90 845.42 856.74 169.74 1,026.48 37.01 1,063.49Other Current Liabilities 391.75 15.69 407.44 65.56 2.00 67.56 8.48 76.04Provisions 30.02 - 30.02 193.69 1.08 194.77 (185.32) 9.45
8,321.50 18.31 8,339.81 9,533.10 178.35 9,711.46 (176.02) 9,535.43Total Equity and Liabilities 14,395.72 8.33 14,404.05 22,628.10 (6,781.50) 15,846.60 10.26 15,856.86
(*Denotes amount less than H50,000)
123
Adani Enterprises Limited 25th Annual Report 2016-17
Notes forming part of the Financial Statements for the year ended 31st March, 2017
Reconciliation of Statement of Profit & Loss for the year ended 31st March, 2016 : (H in Crores)Particulars For the year ended 31st March, 2016
Previous GAAP
Ind ASAdjustments
Ind AS
RevenueRevenue from Operations 8,148.86 - 8,148.86Other Income 924.14 53.51 977.64Total Revenue 9,073.00 53.51 9,126.50ExpensesPurchase of Stock-in-Trade 6,092.91 - 6,092.91Changes in Inventories of Stock-in-Trade 51.43 - 51.43Employee Benefits Expense 238.36 1.02 239.39Finance costs 708.63 8.51 717.14Depreciation & Amortisation 79.22 0.14 79.36Operating and Other Expenses 1,464.57 7.47 1,472.04Total Expenses 8,635.13 17.14 8,652.27Profit/(Loss) before Exceptional items and tax 437.87 36.36 474.23Add/(Less) : Exceptional items 41.73 - 41.73Profit / (Loss) Before Tax 479.60 36.36 515.96Tax ExpenseCurrent Tax 53.17 - 53.17Adjustment of Earlier Years 20.16 - 20.16Deferred Tax (including MAT) (90.06) 12.58 (77.48)Total Tax Expenses (16.73) 12.58 (4.15)Profit / (Loss) For The Year 496.33 23.78 520.11Other Comprehensive Income(a) Items that will not be reclassified to profit and loss - 1.02 1.02 (b) Income tax relating to items that will not be reclassified to profit and loss - (0.35) (0.35)(c) Items that will be reclassified to profit and loss - - - (d) Income tax relating to items that will be reclassified to profit and loss - - - Total Other Comprehensive Income - 0.67 0.67Total Comprehensive Income for the Year 496.33 24.45 520.78
Reconciliation of Statement of Cash Flows : The transition from Previous GAAP to Ind AS has not had a material impact on the statement of cash flows.
3.2 Impact of Scheme of Arrangement as at 1st April, 2015 :The Hon’ble Gujarat High Court vide its Order dated 7th May, 2015 has sanctioned the Composite Scheme of Arrangement between the Company, Adani Ports and Special Economic Zone Limited (APSEZL), Adani Power Limited (APL), Adani Transmission Limited (ATL) and Adani Mining Private Limited (AMPL) and their respective Shareholders and Creditors pursuant to the provisions of Section 391 to 394 and the other provisions of the Companies Act, 1956 and Companies Act, 2013 (“Scheme”). The Scheme with effect from Appointed Date i.e. 1st April, 2015 inter alia provided for :
(i) Demerger of Port Undertaking, Power Undertaking and Transmission Undertaking comprising the undertaking, businesses, activities, operations, assets (movable and immovable) and liabilities of AEL and transfer of the same to APSEZL, APL and ATL respectively.
(ii) Merger of AMPL into the Company.
The transition from Previous GAAP to Ind AS has been considered after giving effect to scheme of arrangement.
124
4 P
RO
PE
RT
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Par
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1st
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Gro
ss C
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Val
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at
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18.4
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1.6
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4.0
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5.37
8.9
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6.2
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871
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22.7
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1.4
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64
1.6
8
Adj
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t A
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20
1519
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0.2
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97
221.
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15.9
89
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9.4
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.58
6.2
7-
432
.66
24.8
36
39.5
96
64
.42
Add
itio
n d
uri
ng
the
Year
0.3
3-
19.8
6-
3.70
2.0
10
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3.8
64
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0.3
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9.8
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Sh
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16.4
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564
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3.54
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3.4
22.
564
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3.53
2.18
0.6
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42.
47
13.2
523
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36.7
8
Net
Car
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mou
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85
205.
5211
.31
13.9
09
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10.8
511
.08
5.6
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424
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22.1
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31.9
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Year
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1st
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Gro
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Gro
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Am
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140
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5.34
14.7
216
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13.7
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13.2
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67.
3134
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Add
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Dep
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93
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4.5
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Car
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and
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on 1
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Pre
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Par
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1
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3.4
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37.
46
1
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6
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1 -
6
0.1
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um
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-
0.5
6
14
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1.5
0
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1
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9
5.9
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24
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-
3
6.6
8
Net
Car
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g A
mou
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6
3.5
3 1
01.
65
10
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6
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11.
27
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7 8
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7
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12.
14
6.2
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22.
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23.
43
- 2
3.4
3
(*D
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mou
nt
less
th
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Not
es f
orm
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of
the
Fina
ncia
l Sta
tem
ents
for
the
yea
r en
ded
31st
Mar
ch, 2
017
125
Adani Enterprises Limited 25th Annual Report 2016-17
4 PROPERTY, PLANT & EQUIPMENTS & INTANGIBLE ASSETS (contd.)
Notes forming part of the Financial Statements for the year ended 31st March, 2017
a) Out of above assets following assets given on operating lease as on 31st March, 2017.
(H in Crores)
Particulars Gross Block As at
31st March, 2017
Accumulated Depreciation
Net Block As at
31st March, 2017
Depreciation charge for the
year
Land 11.22 - 11.22 -Building Office Building 46.19 1.52 44.67 0.77 Factory Building 2.97 0.24 2.73 0.12Plant & Machinery 2.41 1.15 1.26 0.52Total 62.79 2.91 59.88 1.4131st March, 2016 63.60 1.70 61.89 1.70
The total future minimum lease rentals receivable at the Balance Sheet date is as under:
(H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016i) For a period not later than one year 2.16 2.81 ii) For a period later than one year and not later than five years 2.98 3.17 iii) For a period later than five years 17.19 17.68
22.33 23.66
b) Office buildings includes cost of shares in Co-operative Housing Society H3,500/- (31st March, 2016: H3,500/-).
c) Office buildings includes H2.32 Crores of unquoted Shares (160 equity shares of A type and 1,280 equity shares of B type of H100 each fully paid-up) in Ruparelia Theatres P. Ltd. By virtue of Investment in shares, the Company is enjoying rights in the leasehold land and H1.44 Crores, towards construction contribution and exclusive use of terrace and allotted parking space.
d) Land of H1.24 Crores and Buildings of H1.68 Crores are pending for registrations in the name of the Company.
e) For security / mortgage, Refer note 22 and 26.
126
Notes forming part of the Financial Statements for the year ended 31st March, 2017
5 CAPITAL WORK-IN-PROGRESS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Capital Work-in-Progress 577.69 782.11 643.75 Capital Inventory 43.91 69.04 72.35
621.60 851.15 716.10
a) Includes Building of H0.85 Crores (31st March, 2016 : H0.85 Crores, 1st April, 2015 : H0.85 Crores) which is in dispute and the matter is sub-judice.
b) Agricultural Land of H0.45 Crores (31st March, 2016: H0.45 Crores, 1st April, 2015 H0.45 Crores) recovered under settlement of debts, in which certain formalities are yet to be executed.
c) Includes Company’s share in Unincorporated Joint Venture Assets of H94.64 Crores (31st March, 2016: H94.79 Crores) (Refer Note 48 a)
d) Includes cost incurred by Company as Mine Developer cum Operator for Machhakata and Chendipada coal blocks, allotment of which have been cancelled pursuant to Coal Mines (Special provision) ordinance, 2014. The Company has filed claim for cost of investment in respect of Machhakata coal block with MahaGuj Collieries Ltd. and for Chendipada coal block with UCM Coal Company Ltd. Pending final outcome, no adjustment in the carrying value of respective blocks in CWIP as such has been considered, as the same will be given effect in subsequent period on ascertainment of amount.
e) Includes expenses directly attributable to construction period of H253.33 Crores (31st March, 2016: H267.10 Crores, 1st April, 2015 : H282.39 Crores) (Refer Note 49).
6 INVESTMENT PROPERTY (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016Gross Carrying Amount of LandOpening Gross Values 8.06 6.59 Additions during the year 1.31 1.50 Disposals during the year - (0.03)Balance as at the end of the year 9.37 8.06 Accumulated Depreciation - - Net Carrying Amount 9.37 8.06
a) Fair Value of Investment Properties The fair value of the Company’s investment properties at the end of the year have been determined on the basis of valuation
carried out by the management based on the transacted prices near the end of the year in the location and category of the properties being valued. The fair value measurement for all of the investment properties has been categorised as a level 2 fair value based on the inputs to the valuation techniques used. Total fair value of Investment Properties is H9.37 Crores (31st March, 2016 : H8.06 Crores, 1st April, 2015 : H6.59 Crores)
b) During the year, the Company carried out a review of the recoverable amount of investment properties. As a result, there were no allowances for impairment required for these properties.
c) The Company has neither generated any rental income nor incurred any direct operating expense for these Investment Properties.
127
Adani Enterprises Limited 25th Annual Report 2016-17
Notes forming part of the Financial Statements for the year ended 31st March, 2017
7 NON CURRENT INVESTMENTS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015I TRADE INVESTMENTS(a) Investment in Equity Instruments of Subsidiary companies -
Unquoted (all fully paid)1) 64,000 (31st March, 2016 : 64,000, 1st April, 2015 : 64,000)
Equity Shares of Adani Global Ltd. of $ 100/- each30.90 30.90 30.90
2) 4,56,10,000 (31st March, 2016 : 4,56,10,000, 1st April, 2015 : 4,56,10,000) Equity Shares of Adani Agri Fresh Ltd. of H10/- each
45.61 45.61 45.61
3) 9,98,28,000 (31st March, 2016 : 9,98,28,000, 1st April, 2015 : 9,98,28,000) Equity Shares of Adani Agri Logistics Ltd. of H10/- each
99.83 99.83 99.83
4) 50,000 (31st March, 2016 : 50,000, 1st April, 2015 : 50,000) Equity Shares of Adani Pench Power Ltd. of H10/- each
0.05 0.05 0.05
5) 50,000 (31st March, 2016 : 50,000, 1st April, 2015 : 50,000) Equity Shares of Kutchh Power Generation Ltd. of H10/- each
0.05 0.05 0.05
6) 50,000 (31st March, 2016 : 50,000, 1st April, 2015 : 50,000) Equity Shares of Adani Power Dahej Ltd. of H10/- each
0.05 0.05 0.05
7) 13,61,228 (31st March, 2016 : 13,61,228, 1st April, 2015 : 13,61,228) Equity Shares of Adani Energy Ltd. of H10/- each
1.36 1.36 1.36
Less: Provision for Diminution in value (1.36) - (1.36) - (1.36) -8) Nil (31st March, 2016 : 25,67,42,040, 1st April, 2015 :
25,67,42,040) Equity Shares of Adani Gas Ltd. of H10/- each- 232.46 232.46
9) 3,70,000 (31st March, 2016 : 3,70,000, 1st April, 2015 : 3,70,000) Equity Shares of Rajasthan Collieries Ltd. of H10/- each
0.37 0.37 0.37
10) 50,000 (31st March, 2016 : 50,000, 1st April, 2015 : 50,000) Equity Shares of Adani Shipping (India) Pvt. Ltd. of H10/- each
0.05 0.05 0.05
11) Nil (31st March, 2016 : 50,000, 1st April, 2015 : 50,000) Equity Shares of Adani Gas Holdings Ltd. (Formerly known as Mundra LNG Ltd.) of H10/- each
- 0.05 0.05
12) 50,000 (31st March, 2016 : 50,000, 1st April, 2015 : 50,000) Equity Shares of Natural Growers Pvt. Ltd. of H10/- each
0.05 0.05 0.05
13) 50,000 (31st March, 2016 : 50,000, 1st April, 2015 : 50,000) Equity Shares of Chendipada Collieries Pvt. Ltd. of H10/- each
0.05 0.05 0.05
14) 86,45,003 (31st March, 2016 : 86,45,003, 1st April, 2015 : 65,00,003) Equity Shares of Adani Welspun Exploration Ltd. of H10/- each
37.22 37.22 24.35
15) 3,70,000 (31st March, 2016 : 3,70,000, 1st April, 2015 : 3,70,000) Equity Shares of Parsa Kente Collieries Ltd. of H10/- each
0.37 0.37 0.37
16) Nil (31st March, 2016 : 10,00,000, 1st April, 2015 : 10,00,000) Equity Shares of Adani Agri Logistics (MP) Ltd. of H10/-each
- 1.00 1.00
128
Notes forming part of the Financial Statements for the year ended 31st March, 2017
7 NON CURRENT INVESTMENTS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 201517) Nil (31st March, 2016 : 10,00,000, 1st April, 2015 :
10,00,000) Equity Shares of Adani Agri Logistics (Ujjain) Ltd. of H10/-each
- 1.00 1.00
18) Nil (31st March, 2016 : 10,00,000, 1st April, 2015 : 10,00,000) Equity Shares of Adani Agri Logistics (Harda) Ltd. of H10/-each
- 1.00 1.00
19) Nil (31st March, 2016 : 10,00,000, 1st April, 2015 : 10,00,000) Equity Shares of Adani Agri Logistics (Hoshangabad) Ltd. of H10/-each
- 1.00 1.00
20) Nil (31st March, 2016 : 10,00,000, 1st April, 2015 : 10,00,000) Equity Shares of Adani Agri Logistics (Dewas) Ltd. of H10/-each
- 1.00 1.00
21) Nil (31st March, 2016 : 10,00,000, 1st April, 2015 : 10,00,000) Equity Shares of Adani Agri Logistics (Satna) Ltd. of H10/-each
- 1.00 1.00
22) 50,000 (31st March, 2016 : 50,000, 1st April, 2015 : 50,000) Equity Shares of Adani SynEnergy Ltd. of H10/-each
0.05 0.05 0.05
23) 1,50,000 (31st March, 2016 : 1,50,000, 1st April, 2015 : 1,50,000) Equity Shares of Adani Minerals Pty Ltd. of AUD 1 each
0.85 0.85 0.85
24) 64,96,89,000 (31st March, 2016 : 8,16,00,000, 1st April, 2015 : 25,500) Equity Shares of Adani Green Energy Ltd. of H10/-each (Refer note 7 (a)(i))
696.95 101.39 0.03
25) 50,000 (31st March, 2016 : 50,000, 1st April, 2015 : Nil) Equity Shares of Adani Defence Systems & Technologies Ltd. of H10/- each
0.05 0.05 -
26) 49,950 (31st March, 2016 : 50,000, 1st April, 2015 : 50,000) Equity Shares of Mahaguj Power Ltd. of H10/- each
0.05 0.05 0.05
27) 10,000 (31st March, 2016 : 10,000, 1st April, 2015 : 10,000) Equity Shares of Adani Chendipada Mining Pvt. Ltd. of H10/- each
0.01 0.01 0.01
28) 10,000 (31st March, 2016 : 10,000, 1st April, 2015 : 10,000) Equity Shares of Adani Resources Pvt. Ltd. of H10/- each
0.01 0.01 0.01
29) 10,000 (31st March, 2016 : 10,000, 1st April, 2015 : 10,000) Equity Shares of Surguja Power Pvt. Ltd. of H10/- each
0.01 0.01 0.01
30) 25,500 (31st March, 2016 : 50,000, 1st April, 2015 : 50,000) Equity Shares of Jhar Mining Infra Pvt. Ltd. of H10/- each
0.03 0.05 0.05
31) 13,67,10,000 (31st March, 2016 : 2,40,10,000, 1st April, 2015 : Nil) Equity Shares of Prayatna Developers Pvt. Ltd. of H10/- each (Refer note 7 (a)(ii))
136.71 24.01 -
32) 10,00,000 (31st March, 2016 : Nil, 1st April, 2015 : Nil) Equity Shares of Talabira (Odisha) Mining Pvt. Ltd. (Formerly known as Korba Clean Coal Pvt. Ltd.) of H10/- each
1.00 - -
33) 50,000 (31st March, 2016 : Nil, 1st April, 2015 : Nil) Equity Shares of Adani Cementation Ltd. of H10/-each
0.05 - -
(contd.)
129
Adani Enterprises Limited 25th Annual Report 2016-17
Notes forming part of the Financial Statements for the year ended 31st March, 2017
7 NON CURRENT INVESTMENTS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 201534) 50,000 (31st March, 2016 : Nil, 1st April, 2015 : Nil) Equity
Shares of Adani Infrastructure Pvt. Ltd. of H10/- each0.05 - -
35) Nil (31st March, 2016 : Nil, 1st April, 2015 : 50,000) Equity Shares of Dhamra LNG Terminal Pvt. Ltd. of H10/- each
- - 0.05
36) Nil (31st March, 2016 : Nil, 1st April, 2015 : 50,000) Equity Shares of Adani Infra (India) Ltd. of H10/- each
- - 0.05
(b) Investment in Equity Instruments of Joint venture companies - Unquoted (all fully paid)
1) Nil (31st March, 2016 : 5,71,47,443, 1st April, 2015 : 5,71,47,443) Equity Shares of Adani Wilmar Ltd. of H10/- each (Refer note 7 (c))
- 341.38 341.38
2) 5,100 (31st March, 2016 : Nil, 1st April, 2015 : Nil) Equity Shares of Adani Elbit Advanced Systems India Ltd. of H10/- each
0.01 - -
(c) Investment in Equity Instruments of Associate companies - Unquoted (all fully paid)
1) Nil (31st March, 2016 : 3,01,31,000, 1st April, 2015 : 3,01,31,000) Equity Shares of Adani Murmugao Port Terminal Pvt. Ltd. of H10/- each
- 30.13 30.13
2) 3,52,000 (31st March, 2016 : 3,52,000, 1st April, 2015 : 3,52,000) Equity Shares of Mundra SEZ Textile & Apparel Park Pvt. Ltd. of H10/- each
0.35 0.35 0.35
3) Nil (31st March, 2016 : 3,12,13,000, 1st April, 2015 : 52,13,000) Equity Shares of Adani Kandla Bulk Terminal Pvt. Ltd. of H10/- each
- 31.21 5.21
4) 4,82,00,000 (31st March, 2016 : 4,82,00,000, 1st April, 2015 : 4,82,00,000) Equity Shares of GSPC LNG Ltd. of H10/- each
48.20 48.20 48.20
5) 78,400 (31st March, 2016 : 78,400, 1st April, 2015 : 78,400) Equity Shares of CSPGCL AEL Parsa Collieries Ltd. of H10/- each
0.08 0.08 0.08
(d) Investment in preference shares of Subsidiary companies - Unquoted (all fully paid)
1) 5,69,61,000 (31st March, 2016 : 5,69,61,000, 1st April, 2015 : 5,69,61,000) Preference Shares of Adani Agri Fresh Ltd. of H10/- each
56.96 56.96 56.96
2) Nil (31st March, 2016 : Nil, 1st April, 2015 : 3,67,415) Redeemable Preference Shares of Adani Global Ltd. of $ 100/- each
- - 229.63
(e) Investment in Debentures of Subsidiary companies - Unquoted (all fully paid)
1) 79,80,000 (31st March, 2016 : 12,00,000, 1st April, 2015 : Nil) 10.50% Compulsory Convertible Debentures of Prayatna Developers Pvt. Ltd. of H100/- each (Refer note 7 (a)(iii))
79.80 12.00 -
2) 6,30,000 (31st March, 2016 : Nil, 1st April, 2015 : Nil) 10.00% Compulsory Convertible Debentures of Prayatna Developers Pvt. Ltd. of H100/- each
6.30 - -
(contd.)
130
Notes forming part of the Financial Statements for the year ended 31st March, 2017
7 NON CURRENT INVESTMENTS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 20153) 3,00,00,000 (31st March, 2016 : Nil, 1st April, 2015 : Nil)
0% Compulsory Convertible Debentures of Adani Green Technology Ltd. (Formerly known as Sami Solar (Gujarat) Pvt. Ltd.) of H100/- each
300.00 - -
4) 2,76,72,604 (31st March, 2016 : Nil, 1st April, 2015 : Nil) 0% Compulsory Convertible Debentures of Adani Pench Power Ltd. of H100/- each (Refer Note 7 (f))
276.73 - -
5) 7,63,29,945 (31st March, 2016 : Nil, 1st April, 2015 : Nil) 0% Compulsory Convertible Debenture of Adani Power Dahej Ltd. of H100/- each (Refer Note 7 (f))
763.30 - -
6) 1,18,38,880 (31st March, 2016 : Nil, 1st April, 2015 : Nil) 0% Compulsory Convertible Debentures of Kutchh Power Generation Ltd. of H100/- each (Refer Note 7 (f))
118.39 - -
7) 46,81,342 (31st March, 2016 : Nil, 1st April, 2015 : Nil) 0% Compulsory Convertible Debentures of Natural Growers Pvt. Ltd. of H100/- each (Refer Note 7 (f))
46.81 - -
(f) Investment in Equity Instruments of Other Companies - Unquoted (all fully paid)
1) Nil (31st March, 2016 : 1,100, 1st April, 2015 : 1,100) Equity Shares of Parsa Kente Rail Infrastructure Pvt. Ltd. of H10/- each
- * *
(g) Investment in Limited Liability Partnerships1) Adani Commodities LLP 341.39 - -2) Adani Tradecom LLP 0.06 - -3) Adani Tradewing LLP 0.06 - -4) Adani Tradex LLP 1.26 - -
3,090.12 1,099.90 1,153.34II NON TRADE INVESTMENTS(a) Investment in Equity Instruments - Unquoted (all fully paid)1) 20,000 (31st March, 2016 : 20,000, 1st April, 2015 : 20,000)
Equity shares of Kalupur Commercial Co-op. Bank of H25/- each
0.05 0.05 0.05
2) Nil (31st March, 2016 : 12,50,000, 1st April, 2015 : 12,50,000) Equity shares of Indian Energy Exchange Ltd. of H10/- each (Refer note 7 (c))
- 1.25 1.25
3) 4 (31st March, 2016 : 4, 1st April, 2015 : 4) Equity Shares Of The Cosmos Co.Op.Bank Ltd. of H25/- each
* * *
4) 4,000 (31st March, 2016 : 4,000, 1st April, 2015 : 4,000) Equity Shares of Shree Laxmi Co-op Bank Ltd. of H25 each
0.01 0.01 0.01
Less : Provision for diminution in value (0.01) - (0.01) - (0.01) - (b) Investment in Government or Trust securities - Unquoted
6 Year National Saving certificates 0.03 0.02 0.02(Lodged with Government departments)Total (II) 0.08 1.32 1.32Total (I + II) 3,090.20 1,101.22 1,154.66
(contd.)
131
Adani Enterprises Limited 25th Annual Report 2016-17
Notes forming part of the Financial Statements for the year ended 31st March, 2017
7 NON CURRENT INVESTMENTS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Aggregate amount of quoted investments - - -Market value of the quoted investment - - -Aggregate amount of unquoted investments 3,090.20 1,101.22 1,154.66Aggregate provision for diminution in value of investments 1.37 1.37 1.37
(*Denotes amount less than H50,000)
Notes:7 a) Details of Shares pledged
i) Includes 3,433,320 (31st March, 2016: Nil, 1st April, 2015: Nil) shares pledged against loans taken by subsidiary company - Adani Green Energy Ltd. from banks / financial institutions.
ii) Includes 39,303,000 (31st March, 2016: Nil, 1st April, 2015: Nil) shares pledged against loans taken by subsidiary company - Prayatna Developers Pvt. Ltd. from banks / financial institutions.
iii) Includes 4,069,800 (31st March, 2016: Nil, 1st April, 2015: Nil) debentures pledged against loans taken by subsidiary company - Prayatna Developers Pvt. Ltd. from banks / financial institutions.
7 b) Net Worth of six subsidiaries as on 31st March, 2017 has been eroded and there is a consequent possibility of impairment of Equity investment of H0.20 Crores. Looking to the subsidiaries future business plans and growth prospects, such impairment if any is considered to be temporary in nature and no provision for diminution in value of investment is made in the accounts of the Company.
7 c) Details of Interest in Limited Liability Partnerships:
Name of LLP Name of Partner Total Capital (Hin Crores)
Share of Each Partner
Adani Commodities LLP Adani Enterprises Ltd 724.35 99.90% Adani Infrastructure Pvt Ltd * 0.10%
Adani Tradecom LLP Adani Enterprises Ltd 0.06 99.00% Adani Infrastructure Pvt Ltd * 1.00%
Adani Tradewing LLP Adani Enterprises Ltd 0.06 99.90% Adani Infrastructure Pvt Ltd * 0.10%
Adani Tradex LLP Adani Enterprises Ltd 12.51 99.00% Adani Infrastructure Pvt Ltd * 1.00%
(*Denotes amount less than H50,000)
7 d) The Company has transferred its investment in Adani Wilmar Ltd and Indian Energy Exchange Ltd. to Adani Commodities LLP and Adani Tradex LLP respectively as its capital contribution.
7 e) The difference in Investment in LLPs vis-à-vis capital balance in LLP is on account of accounting of investment in LLPs at Fair value.
7 f) Compulsory Convertible Debenture allotted against conversion of loan as under:
Name of the Company No. of debenturesAdani Pench Power Ltd. 26,277,875Adani Power Dahej Ltd. 72,753,235Kutchh Power Generation Ltd. 11,220,380Natural Growers Pvt. Ltd. 4,460,705
(contd.)
132
Notes forming part of the Financial Statements for the year ended 31st March, 2017
8 NON CURRENT LOANS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Unsecured, considered goodLoans to related parties (Refer Note 45) 87.75 29.00 216.44Loan to employees - 3.32 3.97
87.75 32.32 220.41
9 OTHER NON CURRENT FINANCIAL ASSETS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Unsecured, considered goodSecurity deposit 41.60 242.87 238.88 Bank deposit with maturity > 12 Months 41.51 13.20 0.82
83.11 256.07 239.70
10 INCOME TAX ASSETS (NET) (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Advance payment of income tax (net of provision) 144.38 134.74 93.13
144.38 134.74 93.13
11 DEFERRED TAX ASSETS (NET)
a. Major Components of Deferred Tax Liability / Asset (net)(H in Crores)
Particulars As at31st March, 2017
As at31st March, 2016
As at1st April, 2015
Deferred tax liabilityProperty, Plant & Equipment and Intangible Assets 195.69 187.07 100.58Others 17.94 16.21 3.27Gross deferred tax liability 213.63 203.28 103.85Deferred tax assetsProvision for Bad-Debts / Advances 13.89 11.79 16.65Employee Benefits Liability 4.15 4.31 1.84Deferred Revenue Expenditure 1.45 2.65 -Unabsorbed Depreciation / Business Loss 148.36 296.00 170.14MAT Credit Entitlement 292.35 213.98 184.19Gross deferred tax assets 460.20 528.73 372.82Net deferred tax liability - -Net deferred tax assets 246.57 325.45 268.98
Note: In accordance with the Ind AS 12, the deferred tax expense for H77.90 Crores (31st March, 2016: H77.48 Crores deferred tax credit) for the year has been recognised in the Statement of Profit & Loss.
133
Adani Enterprises Limited 25th Annual Report 2016-17
Notes forming part of the Financial Statements for the year ended 31st March, 2017
11 DEFERRED TAX ASSETS (NET) (contd.)
b. The gross movement in the deferred tax account for the year ended 31st March, 2017 and 31st March, 2016, are as follows:
(H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016Net deferred income tax asset at the beginning 325.45 268.98 Tax (Expenses) / Income recognised in:Statement of Profit and LossDifference in tax base of assets / liabilitiesProperty, Plant & Equipments (26.56) (86.49)Provision for Bad-Debts / Advances 2.10 (4.86)Employee Benefits Liability 0.08 2.82 Deferred Revenue Expenditure (1.20) 2.65 Unabsorbed Depreciation / Business Loss (147.64) 125.86 MAT Credit Entitlement 78.37 29.79 Others 16.21 (12.94)Other Comprehensive IncomeEmployee Benefits Liability (0.24) (0.35)Net deferred income tax asset at the end 246.57 325.45
c. Reconciliation of Income Tax Expense and the Accounting Profit multiplied by India’s tax rate :This note presents the reconciliation of Income Tax charged as per the Tax Rate specified in Income Tax Act, 1961 & the actual provision made in the Financial Statements as at 31st March, 2017 & 31st March, 2016 with breakup of differences in Profit as per the Financial Statements & as per Income Tax Act, 1961.
(H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016Profit Before Tax 385.95 515.96 Tax Rate for Corporate Entity as per Income Tax Act, 1961 34.608% 34.608%Tax Expense as per Income Tax Act, 1961 133.57 178.56 Tax Effect of:Adjustment on Account of Scheme of Arrangement - (81.60)Incomes exempt from Income Tax (8.84) (71.68)Unrecognised Tax Losses Utilised to reduce Current Tax Expense - (48.95)Adjustments for changes in estimates of deferred tax assets 34.53 19.19 Tax Adjustment of earlier year 3.54 20.16 Others 1.51 (19.83)Total Tax Expense as per Statement of Profit & Loss 164.31 (4.15)
d. Provision for Taxation :Provision for taxation for the year has been made after considering allowance, claims and relief available to the Company as advised by the Company’s tax consultants.
e. Transfer Pricing Regulations :The Company has established a comprehensive system of maintenance of information and documentation as required by the transfer pricing legislation under Section 92 – 92F of the Income Tax Act, 1961.
The management is of the opinion that its international transactions are at arm’s length and the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.
134
Notes forming part of the Financial Statements for the year ended 31st March, 2017
12 OTHER NON-CURRENT ASSETS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Unsecured, considered goodCapital advances 141.74 21.47 19.79 Deposits against demand in disputes 130.20 127.44 137.95 Prepaid expenses - 11.37 17.06
271.94 160.28 174.80
15 TRADE RECEIVABLES (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Unsecured, considered good 2,923.44 2,641.97 3,967.28 Unsecured, considered doubtful 26.04 12.30 26.28
2,949.48 2,654.27 3,993.56 Provision for doubtful trade receivables (26.04) (12.30) (26.28)
2,923.44 2,641.97 3,967.28 Above includes due from related partiesConsidered Good (Refer Note 45) 1,435.53 529.00 78.72
Note:For security / hypothecation, Refer note 26.
14 CURRENT INVESTMENTS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015In Bonds (Unquoted)10 (31st March, 2016:10, 1st April, 2015: 10) 11.80% LVB-Tier-II 2024 bonds of Laxmi Vilas Bank Limited of H10,00,000/- each
1.00 1.00 1.00
1.00 1.00 1.00 Aggregate amount of Quoted investments - - - Market value of the quoted investment - - - Aggregate amount of Unquoted investments 1.00 1.00 1.00
13 INVENTORIES (Valued at lower of cost and net realisable value) (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Traded goods (Refer Note a) 589.57 527.42 590.91 Stores and spares 4.99 2.96 2.27
594.56 530.38 593.18
Note:a) Includes Goods in Transit H212.94 Crores (31st March, 2016: H48.78 Crores, 1st April, 2015 H16.51 Crores).
b) For security / hypothecation, Refer note 26.
135
Adani Enterprises Limited 25th Annual Report 2016-17
Notes forming part of the Financial Statements for the year ended 31st March, 2017
17 OTHER BALANCES WITH BANKS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Margin money deposits (lodged against bank guarantee & letter of credit)
92.24 43.24 43.00
Margin money deposits (Against Margin of buyers credit) 11.70 11.38 11.25 Earmarked balances in unclaimed dividend accounts 0.34 0.62 0.39
104.28 55.24 54.64
18 CURRENT LOANS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Unsecured, considered goodLoans given- Loans to related parties (Refer Note 45) 3,683.77 5,891.90 5,855.52- Loans to others 95.18 93.06 169.06Loans to employees 3.98 1.24 1.06
3,782.93 5,986.20 6,025.64
16 CASH AND CASH EQUIVALENTS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Balances with banks:- In current accounts 202.70 66.29 173.93 - Deposits with original maturity of less than three months 39.63 11.45 30.80 Cheques/drafts on hand 17.05 0.02 7.32 Cash on hand 0.55 0.87 0.73
259.93 78.63 212.78
Disclosure of Specified Bank Notes :In accordance with the MCA notification G.S.R. 308(E) dated 30th March, 2017 details of Specified Bank Notes (SBN) and Other Denomination Notes (ODN) held and transacted during the period from 8th November 2016 to 30th December 2016, is given below :
(H in Crores)Particulars SBN’s ODN’s TotalClosing cash in hand as on 08-Nov-16 0.25 0.55 0.80 + Permitted Receipts - - - - Permitted Payments - - - - Amount deposited in Banks (0.25) - (0.25)Closing cash in hand as on 30-Dec-16 - 0.55 0.55
136
Notes forming part of the Financial Statements for the year ended 31st March, 2017
19 OTHER CURRENT FINANCIAL ASSETS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Unsecured, considered goodSecurity deposits 14.67 20.46 20.48 Other accrued interest 33.87 38.64 27.22 Interest accrued but not due 17.20 4.46 *Unbilled revenue 104.49 166.76 64.90 Derivative assets 8.66 - - Others Financial Assets 0.17 - *
179.06 230.32 112.60
(*Denotes amount less than H50,000)
21 EQUITY SHARE CAPITAL (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015AUTHORISED4,85,92,00,000 (31st March, 2016: 4,85,92,00,000, 1st April, 2015: 4,85,92,00,000) Equity Shares of H1/- each
485.92 485.92 485.92
45,00,000 (31st March, 2016: 45,00,000, 1st April, 2015: 45,00,000) Preference Shares of H10/- each
4.50 4.50 4.50
490.42 490.42 490.42 ISSUED, SUBSCRIBED & FULLY PAID-UP1,09,98,10,083 (31st March, 2016: 1,09,98,10,083, 1st April, 2015: 1,09,98,10,083) Equity Shares of H1/- each
109.98 109.98 109.98
109.98 109.98 109.98
20 OTHER CURRENT ASSETS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Unsecured, considered goodAdvance to suppliers Considered good 993.57 832.73 763.28 Considered doubtful 14.09 21.77 22.60
1,007.66 854.50 785.88Provision for doubtful advances (14.09) 993.57 (21.77) 832.73 (22.60) 763.28Advances to Employees 2.37 1.75 1.74Prepaid Expenses 56.24 55.02 105.13Excess Contribution towards Gratuity (Refer Note 44) 0.32 - -Balances with government authorities 29.85 32.64 47.36Service Work in Progress (Refer Note 2(x)) 13.80 9.91 -
1,096.15 932.05 917.51
(a) Reconciliation of the number of Shares Outstanding
Equity Shares As at 31st March, 2017 As at 31st March, 2016Nos. (H In Crores) Nos. (H In Crores)
At the beginning of the year 1,09,98,10,083 109.98 1,09,98,10,083 109.98 Movements for the year - - - - Outstanding at the end of the year 1,09,98,10,083 109.98 1,09,98,10,083 109.98
137
Adani Enterprises Limited 25th Annual Report 2016-17
Notes forming part of the Financial Statements for the year ended 31st March, 2017
21 EQUITY SHARE CAPITAL (contd.)
(b) Rights, preferences and restrictions attached to each class of shares The Company has only one class of Equity Shares having a par value of H1/- per share and each holder of the Equity Shares
is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting, except in case of Interim Dividend.
In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of shares held by the shareholders.
(c) Details of shareholders holding more than 5% shares in the Company
Name of the Shareholders As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015Nos. % Holding Nos. % Holding Nos. % Holding
Equity shares of H1 each fully paidShri Gautam S. Adani / Shri Rajesh S. Adani (on behalf of S. B. Adani Family Trust)
62,11,97,910 56.48% 62,11,97,910 56.48% 62,11,97,910 56.48%
Adani Properties Pvt. Ltd. - - 9,94,91,719 9.05% 9,94,91,719 9.05%Parsa Kente Rail Infra LLP 9,94,91,719 9.05% - - - - Shri Vinod Shantilal Adani - - 9,07,49,100 8.25% 9,07,49,100 8.25%
72,06,89,629 65.53% 81,14,38,729 73.78% 81,14,38,729 73.78%
As per records of the Company, including its register of shareholders / members and other declarations received from shareholders regarding beneficial interests, the above shareholding represents both legal and beneficial ownerships of shares.
22 LONG TERM BORROWINGS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Term LoansFrom Banks - Secured (Refer note a, b & c) 199.46 857.71 1,442.88 From Financial Institutions / NBFC - Secured (Refer note c) 123.57 121.13 121.13 From Banks - Unsecured (Refer note f) 1,046.98 517.00 - From Financial Institutions / NBFC- Unsecured (Refer note g) 175.00 200.00 - Foreign Currency Loan from Banks - Secured (Refer note d) 163.98 215.49 - Non Convertible Debentures - Secured10.20% Redeemable Non Convertible Debentures (Refer note e) 148.83 - - Non Convertible Debentures - Unsecured11.85% Redeemable Non Convertible Debentures - - 1,200.00
1,857.82 1,911.33 2,764.01 The above amount includesSecured borrowings 635.84 1,194.33 1,564.01 Unsecured borrowings 1,221.98 717.00 1,200.00
1,857.82 1,911.33 2,764.01
a) Loan from Bank of Maharashtra for H187.50 Crores is secured by first pari-passu charge on leasehold rights on Sub-leased contiguous land area of 160.59 hectares near Mundra Port SEZ of Group Entity at Mundra, Dist.-Kutch & subservient charges on the current assets of the Company which is repayable in 3 unequal structured quarterly instalments (3 quarterly instalments of H62.50 Crores) from the quarter ending 30th June, 2017.
138
Notes forming part of the Financial Statements for the year ended 31st March, 2017
b) Loan from Canara Bank for H150.00 Crores is secured by first pari-passu charge on leasehold rights on Sub-leased contiguous land of Adani Mundra SEZ & Infrastructure Ltd. near Mundra Port SEZ at Mundra, Dist.- Kutch, repayable in 3 equally structured quarterly instalments (3 quarterly instalments of H50 Crores) commencing from the quarter ending 30th June, 2017.
c) Loan from Consortium of Banks - Canara Bank, Central Bank of India, PTC India Financial Services Ltd. and Vijaya Bank for H388.53 Crores is secured through first ranking hypothecation / charge / pledge / mortgage on borrower’s Parsa East and Kente Basin blocks immovable and movable properties, leasehold / sub-leasehold rights over the land and property pertaining to coal washery & railway land, revenue and receivables, project accounts, both present and future, relating to the said project, Repayable in 28 quarterly instalments of H16.40 Crores starting from 15th Jun, 2017.
d) Foreign Currency Loan of USD 32.52 millions from ICICI Bank is secured through first ranking hypothecation / charge / pledge / mortgage on borrower’s Parsa East and Kente Basin blocks immovable and movable properties, leasehold / sub-leasehold rights over the land and property pertaining to coal washery & railway land, revenue and receivables, project accounts, both present and future, relating to the said project, repayable in 18 quarterly instalments of USD 1,809,500 starting from 15th Jun, 2017.
e) Non Convertible Debentures of H148.83 Crores are secured by subservient charge on entire current assets and movable fixed assets of the Company except assets pertaining to mining business, repayable after Two years and One Month from the year ended 31st March, 2017.
f) Loan from IndusInd Bank of H1,046.98 Crores is repayable in June 2018.
g) Loan from J M Financial of H175 Crores is repayable in February 2019.
h) The above loans carries interest rate ranging 5% to 12.10% p.a.
i) For the current maturities of long-term borrowings, refer note 28 - Other Current Financial Liabilities.
22 LONG TERM BORROWINGS (contd.)
23 OTHER NON-CURRENT FINANCIAL LIABILITIES (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Security Deposits 0.55 500.51 250.47 Retention Money 77.61 40.88 38.90
78.16 541.39 289.37
24 LONG TERM PROVISIONS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Provision for leave benefits 10.71 9.12 7.18 Asset Retirement Obligation (Refer note (a)) 5.65 5.24 4.85
16.36 14.36 12.03
Note (a) : (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016Opening Balance 5.24 4.85 Add : Additions during the year 0.41 0.39 Less :Utilised / (Settled) during the year - - Closing Balance 5.65 5.24
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Adani Enterprises Limited 25th Annual Report 2016-17
25 OTHER NON CURRENT LIABILITIES (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Advance Against Sale of Investment - 52.00 - Unearned Income - 0.08 1.59
- 52.08 1.59
Notes forming part of the Financial Statements for the year ended 31st March, 2017
27 TRADE PAYABLES (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Acceptances 799.59 152.25 737.46Trade payables- Micro, small and medium enterprises * 0.01 -- Others 2,418.36 2,785.44 5,023.08
3,217.95 2,937.70 5,760.54
(*Denotes amount less than H50,000)
26 SHORT TERM BORROWINGS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015i Loans from related parties repayable on demand
(Unsecured) 485.06 306.26 -
ii From BanksTerm loan- Secured (Note a & b) 557.84 935.00 750.00 Term loan-Unsecured 180.00 485.00 200.00 Cash credit facilities- Secured (Note c & d) 251.63 156.38 - Buyer's credit facilities - Secured (Note e) 1,396.07 871.59 925.91
iii From OthersCommercial Paper - Unsecured 2,000.00 1,365.00 750.00
iv Inter - Corporate Deposits (Unsecured) 34.80 - - 4,905.40 4,119.23 2,625.91
The above amount includesSecured borrowings 2,205.54 1,962.97 1,675.91 Unsecured borrowings 2,699.86 2,156.26 950.00
4,905.40 4,119.23 2,625.91
Note:a) Short term loan of H363.29 Crores is secured by hypothecation of all the inventories and book debts and receivables both
present & future of the Company by way of first charge ranking pari passu.
b) Foreign Currency Loan of USD 30 millions is secured by subservient charge on the entire current assets and movable fixed asset of the Company (Excluding Mining Division Assets), both present and future.
c) Cash Credit Facility from RBL Limited are secured by immovable & moveable properties, both present & future, of the Parsa Kente Mines Project of the Company by way of first charge ranking pari passu.
d) Cash Credit Facilities of other banks are secured by hypothecation of all the inventories and book debts and other current assets, both present & future, of the Company by way of first charge ranking pari passu.
e) The Buyers Credit facilities are secured by margin money deposits and all the inventories and book debts and other current assets, both present & future, of the Company by way of first charge ranking pari passu.
140
Notes forming part of the Financial Statements for the year ended 31st March, 2017
Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015(i) Principal amount remaining unpaid to any supplier as at the
end of the accounting year - - -
(ii) Interest due thereon remaining unpaid to any supplier as at the end of the accounting year
- - -
(iii) The amount of interest paid along with the amounts of the payment made to the supplier beyond the appointed day
- - -
(iv) The amount of interest due and payable for the year - - - (v) The amount of interest accrued and remaining unpaid at the
end of the accounting year - - -
(vi) The amount of further interest due and payable even in the succeeding year, until such date when the interest dues as above are actually paid
- - -
The Disclosure in respect of the amounts payable to Micro and Small Enterprises have been made in the financial statements based on the information received and available with the Company. Further in view of the Management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material. The Company has not received any claim for interest from any supplier as at the balance sheet date. These facts has been relied upon by the auditors.
27 TRADE PAYABLES (contd.)
28 OTHER CURRENT FINANCIAL LIABILITIES (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Current maturities of long term debt From Banks - Secured (Refer note 22 a, b & c) 383.92 357.97 702.21 From Financial Institution - Secured (Refer note 22 c) 18.75 17.30 17.30 From Banks - Unsecured - 110.00 - Foreign Currency Loan from Banks - Secured (Refer note 22 d) 46.94 47.96 45.24 Inter corporate Loans- Unsecured - 150.00 150.00 Interest accrued but not due 35.14 44.92 36.49 Unclaimed Dividend (Refer note a) 0.34 0.62 0.39 Capital creditors 10.82 85.24 63.34 Others (Deposit from Vendors etc.) 2.55 1.54 11.51 Derivative Liability 126.47 29.90 37.01
624.93 845.45 1,063.49
Note:a) As at 31st March, 2017, there is no amount due and outstanding to be transferred to the Investor Education and Protection
Fund by the Company. Unclaimed Dividend, if any, shall be transferred to Investor Education and Protection Fund as and when they become due.
29 OTHER CURRENT LIABILITIES (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Advance from customers 110.40 109.28 44.59 Advance Against Sale of Investment - 250.00 - Statutory dues including PF,ESIC,Ser. Tax, VAT, TDS Etc. 31.49 32.44 22.97 Unearned Guarantee Fee Income 21.31 15.72 8.48
163.20 407.44 76.04
141
Adani Enterprises Limited 25th Annual Report 2016-17
Notes forming part of the Financial Statements for the year ended 31st March, 2017
30 SHORT TERM PROVISIONS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Provision for employee benefits Provision for gratuity (Refer note 44) - 1.45 0.66 Provision for leave benefits 4.95 5.56 3.84Provisions for Minimum Work Program (Refer note (a)) 22.32 23.01 4.95
27.27 30.02 9.45
31 REVENUE FROM OPERATIONS (H in Crores)Particulars For the year ended
31st March, 2017For the year ended 31st March, 2016
Sale of Products 7,090.01 6,828.72Sale of Services 1,429.87 1,260.36Other operating revenue Insurance Claim Received 2.77 1.61 Other Miscellaneous Income 72.36 58.17
8,595.01 8,148.86
32 OTHER INCOME (H in Crores)Particulars For the year ended
31st March, 2017For the year ended 31st March, 2016
Interest Income- Current investments 0.12 0.12- Bank Deposits 7.67 4.91- Inter Corporate Loans 530.50 600.30- Others 97.21 64.81Dividend Income- Subsidiaries - 214.41- Long Term Investments - 2.37- Current Investments 3.76 0.02Profit on Sale / Disposal of Fixed Assets - 0.02Net Gain on Sale of Current Investments 12.70 10.01Liabilities No Longer Required Written Back 3.90 6.63Other Miscellaneous Income 31.31 74.04
687.17 977.64
Note (a) : (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016Opening Balance 23.01 4.95 Add : Additions during the year - 17.23 Less :Utilised / Settled during the year - - Add / (Less) : Exchange rate difference (0.69) 0.83 Closing Balance 22.32 23.01
142
Notes forming part of the Financial Statements for the year ended 31st March, 2017
34 CHANGES IN INVENTORIES OF STOCK-IN-TRADE (H in Crores)Particulars For the year ended
31st March, 2017For the year ended 31st March, 2016
Inventories at the beginning of the year- Traded goods 527.42 578.85Inventories at the end of the year- Traded goods 589.57 527.42
(62.16) 51.43
36 FINANCE COSTS (H in Crores)Particulars For the year ended
31st March, 2017For the year ended 31st March, 2016
Interest 685.77 610.58Bank Commission / Charges 86.98 49.56Exchange Rate Difference (including premium) 18.96 57.00
791.71 717.14
37 OPERATING AND OTHER EXPENSES (H in Crores)Particulars For the year ended
31st March, 2017For the year ended 31st March, 2016
Stores & Spares Consumed 6.11 3.81Clearing & Forwarding Expenses 525.17 862.15Coal Mining Operating Expenses 161.13 107.47Electric Power Expenses 22.04 16.17Rent & Infrastructure Usage Charges 29.24 16.22Repairs to: Buildings 5.06 1.99 Plant & Machinery 1.06 1.38 Others 26.50 18.79
32.62 22.16Insurance Expenses 2.13 3.64Rates & Taxes 2.02 3.59
35 EMPLOYEE BENEFITS EXPENSE (H in Crores)Particulars For the year ended
31st March, 2017For the year ended 31st March, 2016
Salaries & Bonus 221.19 215.30Contributions to Provident & Other Funds 13.75 11.82Staff Welfare Expenses 12.13 12.27
247.07 239.39
33 PURCHASE OF STOCK-IN-TRADE (H in Crores)Particulars For the year ended
31st March, 2017For the year ended 31st March, 2016
Purchases of Stock-in-Trade 6,792.79 6,092.916,792.79 6,092.91
143
Adani Enterprises Limited 25th Annual Report 2016-17
Notes forming part of the Financial Statements for the year ended 31st March, 2017
38 EXCEPTIONAL ITEMS (H in Crores)Particulars For the year ended
31st March, 2017For the year ended 31st March, 2016
Unsuccessful Exploration Cost - (3.52)Gain on disposal of Long term investments - 45.25
- 41.73
The Exceptional Items during the previous year relate to :
a) Loss of H3.52 Crores written-off on account of incremental provision for Unfinished Minimum Work Program (UMWP) towards Assam block.
b) Gain of H45.25 Crores for the year towards gain on divestment of 100% equity holding in subsidiary Adani Infra (India) Limited.
37 OPERATING AND OTHER EXPENSES (H in Crores)Particulars For the year ended
31st March, 2017For the year ended 31st March, 2016
Communication Expenses 6.58 5.02Travelling & Conveyance Expenses 17.76 17.04Stationery & Printing Expenses 1.53 1.70Rebates, Selling and Advertising Expenses 46.00 108.67Donation 0.90 1.40Legal & Professional Fees 41.07 54.59Payment to Auditors For Statutory Audit 0.47 0.46 For Tax Audit 0.05 0.11 For Other Services 0.13 0.09
0.65 0.66Directors Sitting Fees 0.07 0.17Commission (Non-Executive Directors) 0.46 0.50Supervision & Testing Expenses 6.21 10.23Bad debts / Advances Written off 2.49 3.10Provision for Doubtful Debts / Advance 7.34 (15.09)Business Support Expenses 0.43 1.16Office Expenses 10.70 8.62Manpower Services 28.70 17.67Net Exchange Rate Difference non financing activity 80.61 212.89Loss on Sale of Assets (Net) 7.25 0.29Miscellaneous Expenses 8.75 8.21
1,047.96 1,472.04
39 FINANCIAL INSTRUMENTS AND RISK REVIEW
(a) Accounting Classification and Fair Value Hierarchy
Financial Assets and Liabilities : The Company's principal financial assets include loans and trade receivables, cash and cash equivalents and other
receivables. The Company's principal financial liabilities comprise of borrowings, provisions, trade and other payables. The main purpose of these financial liabilities is to finance the Company's operations and projects.
Fair Value Hierarchy : The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either
observable or unobservable and consists of the following three levels:
(contd.)
144
Notes forming part of the Financial Statements for the year ended 31st March, 2017
Level-1 : Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level-2 : Inputs are other than quoted prices included within Level-1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level-3 : Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on the assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.
The following tables summarises carrying amounts of financial instruments by their categories and their levels in fair value hierarchy for each year end presented.
As at 31st March, 2017 : (H in Crores)Particulars FVTPL FVTOCI Amortised
CostTotal
Level-1 Level-2 Level-3Financial AssetsInvestments - - 0.05 - 1.03 1.08 Trade Receivables - - - - 2,923.44 2,923.44 Cash & Cash Equivalents - - - - 259.93 259.93 Other Bank Balances - - - - 104.28 104.28 Loans - - - - 3,870.68 3,870.68 Derivative Assets - 8.66 - - - 8.66 Other Financial Assets - - - - 253.51 253.51 Total - 8.66 0.05 - 7,412.87 7,421.58 Financial LiabilitiesBorrowings - - - - 7,212.83 7,212.83 Trade Payables - - - - 3,217.95 3,217.95 Derivative Liabilities - 126.47 - - - 126.47 Other Financial Liabilities - - - - 127.01 127.01 Total - 126.47 - - 10,557.79 10,684.26
As at 31st March, 2016 : (H in Crores)Particulars FVTPL FVTOCI Amortised
CostTotal
Level-1 Level-2 Level-3Financial AssetsInvestments - - 1.30 - 1.02 2.32 Trade Receivables - - - - 2,641.97 2,641.97 Cash & Cash Equivalents - - - - 78.63 78.63 Other Bank Balances - - - - 55.24 55.24 Loans - - - - 6,018.52 6,018.52 Derivative Assets - - - - - - Other Financial Assets - - - - 486.39 486.39 Total - - 1.30 - 9,281.77 9,283.07 Financial LiabilitiesBorrowings - - - - 6,713.79 6,713.79 Trade Payables - - - - 2,937.70 2,937.70 Derivative Liabilities - 29.90 - - - 29.90 Other Financial Liabilities - - - - 673.68 673.68 Total - 29.90 - - 10,325.17 10,355.07
39 FINANCIAL INSTRUMENTS AND RISK REVIEW (contd.)
145
Adani Enterprises Limited 25th Annual Report 2016-17
Notes forming part of the Financial Statements for the year ended 31st March, 2017
39 FINANCIAL INSTRUMENTS AND RISK REVIEW (contd.)
As at 1st April, 2015 : (H in Crores)Particulars FVTPL FVTOCI Amortised
CostTotal
Level-1 Level-2 Level-3Financial AssetsInvestments - - 1.30 - 1.02 2.32 Trade Receivables - - - - 3,967.28 3,967.28 Cash & Cash Equivalents - - - - 212.78 212.78 Other Bank Balances - - - - 54.64 54.64 Loans - - - - 6,246.05 6,246.05 Derivative Assets - - - - - - Other Financial Assets - - - - 352.30 352.30 Total - - 1.30 - 10,834.07 10,835.37 Financial LiabilitiesBorrowings - - - - 6,304.67 6,304.67 Trade Payables - - - - 5,760.54 5,760.54 Derivative Liabilities - 37.01 - - - 37.01 Other Financial Liabilities - - - - 401.10 401.10 Total - 37.01 - - 12,466.31 12,503.32
Notes :
(a) Investments exclude Investment in Subsidiaries, Joint Ventures and Associates.
(b) Carrying amounts of current financial assets and liabilities as at the end of the each year presented approximate the fair value because of their short term nature. Difference between carrying amounts and fair values of other non-current financial assets and liabilities subsequently measured at amortised cost is not significant in each of the year presented.
(b) Financial Risk Management Objective and Policies : The Company’s risk management activities are subject to the management direction and control under the framework of
Risk Management Policy as approved by the Board of Directors of the Company. The Management ensures appropriate risk governance framework for the Company through appropriate policies and procedures and that risks are identified, measured and managed in accordance with the Company’s policies and risk objectives.
The Company is primarily exposed to risks resulting from fluctuation in market risk, credit risk and liquidity risk, which may adversely impact the fair value of its financial instruments.
(i) Market Risk Market risk is the risk of loss of future earnings, fair value or future cash flows of a financial instrument, that may result
from adverse changes in interest rate and foreign currency exchange rates.
A. Foreign Currency Exchange Risk : Since the Company operates internationally and portion of the business transacted are carried out in more than one
currency, it is exposed to currency risks through its transactions in foreign currency or where assets or liabilities are denominated in currency other than functional currency.
The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies including the use of derivatives like foreign exchange forward and option contracts to hedge exposure to foreign currency risks.
For open positions on outstanding foreign currency contracts and details on unhedged foreign currency exposure, please refer note no. 40
146
Notes forming part of the Financial Statements for the year ended 31st March, 2017
Every percentage point depreciation / appreciation in the exchange rate between the Indian Rupee and the U. S. Dollar, would have affected the Company’s profit for the year as follows:
(H in Crores)Particulars For the year ended
31st March, 2017For the year ended 31st March, 2016
Impact on profit for the year 2.76 3.62
B. Interest Risk : The Company is exposed to changes in interest rates due to its financing, investing and cash management activities.
The risks arising from interest rate movements arise from borrowings with variable interest rates. The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.
The Company’s risk management activities are subject to the management, direction and control of Central Treasury Team of the Adani Group under the framework of Risk Management Policy for interest rate risk. The Group’s central treasury team ensures appropriate financial risk governance framework for the Company through appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Group’s policies and risk objectives.
For Company’s total borrowings, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 50 basis point increase or decrease is used, which represents management’s assessment of the reasonably possible change in interest rate.
(H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016Total Borrowings 7,212.83 6,713.79
In case of fluctuation in interest rates by 50 basis points and all other variables were held constant, the Company’s profit for the year would increase or decrease as follows:
(H in Crores)Particulars For the year ended
31st March, 2017For the year ended 31st March, 2016
Impact on profit for the year 36.06 33.57
(ii) Credit Risk Credit risk refers to the risk that a counterparty or customer will default on its contractual obligations resulting in a
loss to the Company. Financial instruments that are subject to credit risk principally consist of Loans, Trade and Other Receivables, Cash & Cash Equivalents, Investments and Other Financial Assets. The carrying amounts of financial assets represent the maximum credit risk exposure.
Credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of counter parties on continuous basis with appropriate approval mechanism for sanction of credit limits. Credit risk from balances with banks, financial institutions and investments is managed by the Company’s treasury team in accordance with the Company’s risk management policy. Cash and cash equivalents and Bank deposits are placed with banks having good reputation, good past track record and high quality credit rating.
Since the Company has a fairly diversified portfolio of receivables in terms of spread, no concentration risk is foreseen. A significant portion of the Company’s receivables are due from public sector units (which are government undertakings) and hence may not entail any credit risk.
39 FINANCIAL INSTRUMENTS AND RISK REVIEW (contd.)
147
Adani Enterprises Limited 25th Annual Report 2016-17
Notes forming part of the Financial Statements for the year ended 31st March, 2017
39 FINANCIAL INSTRUMENTS AND RISK REVIEW (contd.)
(iii) Liquidity Risk Liquidity risk refers the risk that the Company will encounter difficulty in meeting the obligations associated with its
financial liabilities. The Company’s objective is to provide financial resources to meet its obligations when they are due in a timely, cost effective and reliable manner without incurring unacceptable losses or risking damage to the Company’s reputation. The Company monitors liquidity risk using cash flow forecasting models. These models consider the maturity of its financial investments, committed funding and projected cash flows from operations.
The tables below provide details regarding contractual maturities of significant liabilities as at the end of each year end presented.
As at 31st March, 2017 : (H in Crores)Particulars Less than
1 yearBetween
1 to 5 yearsMore than
5 yearsTotal
Borrowings 5,355.01 1,791.55 66.27 7,212.83 Trade Payables 3,217.95 - - 3,217.95 Other Financial Liabilities 175.32 78.16 - 253.48
As at 31st March, 2016 : (H in Crores)Particulars Less than
1 yearBetween
1 to 5 yearsMore than
5 yearsTotal
Borrowings 4,802.46 1,793.75 117.57 6,713.78 Trade Payables 2,937.70 - - 2,937.70 Other Financial Liabilities 162.19 541.39 - 703.58
(iv) Capital Management For the purpose of the Company’s capital management, capital includes issued capital and all other equity reserves
attributable to the equity shareholders of the Company. The primary objective of the Company when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize shareholder value.
The Company monitors capital using gearing ratio, which is net debt (borrowings as detailed in note 22, 26 and 28 less cash and bank balances) divided by total capital plus debt.
(H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Total Borrowings (Refer note 22, 26 and 28) 7,212.83 6,713.79 6,304.67 Less: Cash and bank balance (Refer note 16 and 17) 364.21 133.87 267.42 Net Debt (A) 6,848.62 6,579.91 6,037.26 Total Equity (B) 3,767.18 3,545.08 3,254.43 Total Equity and Net Debt (C = A + B) 10,615.80 10,124.99 9,291.69 Gearing ratio 65% 65% 65%
Management monitors the return on capital, as well as the levels of dividends to equity shareholders. The Company is not subject to any externally imposed capital requirements. No changes were made in the objectives, policies or processes for managing capital during the years ended 31st March, 2017 and 31st March, 2016.
148
Notes forming part of the Financial Statements for the year ended 31st March, 2017
40 DISCLOSURE REGARDING DERIVATIVE INSTRUMENTS AND UNHEDGED FOREIGN CURRENCY EXPOSURE :
(a) The outstanding foreign currency derivative contracts / options as at 31st March, 2017 in respect of various types of derivative hedge instruments and nature of risk being hedged are as follows :
Forward derivative contracts In respect of Imports and other Payables
Particulars Currency Amount in Foreign Currency in Millions
Equivalent Indian Rupees in Crores
Amount in Foreign Currency in Millions
Equivalent Indian Rupees in Crores
As at 31st March, 2017
As at 31st March, 2017
As at 31st March, 2016
As at 31st March, 2016
Forward Contracts Buyers Credit USD 82.76 536.72 53.64 355.38 Trade Payables USD 102.26 663.13 163.54 1,083.53Total USD 185.02 1,199.85 217.18 1,438.91Options ECB USD 32.52 210.92 5.43 35.97 Foreign Currency
LoanUSD 30.00 194.55 - -
Buyers Credit USD 128.74 834.86 77.93 516.33 Trade Payables USD 226.34 1,467.83 171.07 1,133.45Total USD 417.60 2,708.16 254.43 1,685.75
(b) Foreign currency exposures not covered by derivative instruments or otherwise as at 31st March, 2017 as under :
Particulars Currency Amount in Foreign Currency in Millions
Equivalent Indian Rupees in Crores
Amount in Foreign Currency in Millions
Equivalent Indian Rupees in Crores
As at 31st March, 2017
As at 31st March, 2017
As at 31st March, 2016
As at 31st March, 2016
ECB USD - - 34.33 227.48Foreign Currency Loan USD - - - - Buyers Credit USD 3.78 24.48 - - Interest Accrued but not due
USD 1.04 6.72 0.59 3.90
Trade Payables USD 37.78 244.97 19.75 130.86Trade Receivables USD # 0.02 - -
(#Denotes amount less than $5,000)
149
Adani Enterprises Limited 25th Annual Report 2016-17
Notes forming part of the Financial Statements for the year ended 31st March, 2017
41 CONTINGENT LIABILITIES AND COMMITMENTS
(A) Contingent Liabilities to the extent not provided for :
(H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016a) Claims against the Company not acknowledged as Debts 3.00 3.00b) In respect of :
Income Tax (Interest thereon not ascertainable at present) 117.47 113.88Service Tax 43.83 35.54VAT / Sales Tax 230.93 259.55Custom Duty (Interest thereon not ascertainable at present) 938.05 940.56Excise Duty / Duty Drawback 0.61 0.31FERA / FEMA 4.26 8.26
c) In respect of Corporate Guarantee given:- (amount outstanding at close of the year)I On behalf of it’s Subsidiaries 2,964.33 1,984.00II On behalf of its Associate Companies 1,289.49 1,590.55
d) In respect of Bank Guarantees given for Subsidiaries / Group Companies 664.28 628.59e) Bills of Exchange Discounted 136.21 81.70f) Certain claims / show cause notices disputed have neither been considered as contingent liabilities nor acknowledged
as claims, based on internal evaluation of the management.g) Show cause notice issued under Section 16 of the Foreign Exchange Management Act, 1999 read with Rule (4)
of the Foreign Exchange Management (Adjudication Proceedings and Appeal) Rule, 2000, in which liability is unascertainable.
h) Show cause notices issued under The Custom Act,1962, wherein the Company has been asked to show cause why, penalty should not been imposed under Section 112 (a) and 114 (iii) of The Custom Act,1962 in which liability is unascertainable.
i) Show cause notices issued under Income Tax Act,1961, wherein the Company has been asked to show cause why, penalty should not been imposed under Section 271(1)(c) in which liability is unascertainable.
j) Show cause notice issued by DGCEI proposes for imposition of penalties under Section 76 and Section 78 of the Finance Act, 1994 in which liability is unascertainable.
k) Custom Department has considered a different view for levy of custom duty in respect of specific quality of coal imported by the Company for which the Company has received demand show cause notices amounting to H805.22 Crores (31st March, 2016 : H805.22 Crores) from custom departments at various locations and the Company has deposited H378.63 Crores (31st March, 2016 : H378.63 Crores) as custom duties under protest and contested the view taken by authorities as advised by external legal counsel. The Company being the merchant trader generally recovers custom duties from its customers and does not envisage any major financial or any other implication and the net effect of the same is already considered above under clause (b)(Custom duty).
Note: The management believes that the claims made are untenable and is contesting them. As of the reporting date, the management is unable to determine the ultimate outcome of above matters. However, in the event the revenue authorities succeed with enforcement of their assessments, the Company may be required to pay some or all of the asserted claims and consequential interest and penalties, which would reduce net income in the respective reported period.
(B) Capital and Other Commitments :a) Capital Commitments (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016Estimated amounts of contracts remaining to be executed and not provided for (Net of Advances)
94.63 180.50
b) Other Commitments : i) The Company from time to time provides need based support to subsidiaries towards capital and other financial
commitments. ii) For derivatives and lease commitments, refer Note 40 and 43 respectively.
150
Notes forming part of the Financial Statements for the year ended 31st March, 2017
42 The Company has initiated legal proceedings against various parties for recovery of dues and such legal proceedings are pending at different stages as at the date of the Balance Sheet and are expected to materialize in recovering the dues in the future. Based on the review of these accounts by the management, adequate provision has been made for doubtful recovery. Management is hopeful for their recovery. In the opinion of the management adequate balance is lying in General Reserve / Retained earnings to meet the eventuality of such accounts being irrecoverable.
43 DISCLOSURE AS REQUIRED BY THE IND AS 17, “LEASES” AS SPECIFIED IN THE COMPANIES (ACCOUNTING STANDARD) RULES 2015 (AS AMENDED) ARE GIVEN BELOW :
Assets given on operating lease : Refer Note 4(a) for disclosures.
Assets taken on operating lease :
(a) The aggregate lease rentals payable are charged to the Statement of Profit & Loss as Rent in Note 37.
(b) The Company has taken office space, godowns and guest house on operating lease. The lease rentals are payable by the Company on a monthly or quarterly basis.
(c) The Leasing arrangements, which are non-cancellable over the period of the agreements, the disclosures in respect of the same:
(H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016Total of future minimum lease payments under non-cancellable operating lease for each of the following periods:Not later than one year - 0.12Later than one year and not later than five years - 0.51Later than five years - 1.91Lease payment recognised in Statement of Profit & Loss - 0.12
44 The Company has made provision in the Accounts for Gratuity based on Actuarial valuation. The particulars under the Ind AS 19 "Employee Benefits" furnished below are those which are relevant and available to the Company for this year.
(a) Contributions to Defined Contribution Plan, recognised as expense for the year are as under : (H in Crores)
Particulars For the year ended 31st March, 2017
For the year ended 31st March, 2016
Provident Fund 8.71 7.76Superannuation Fund 0.40 0.29Total 9.11 8.05
(b) Contributions to Defined Benefit Plans are as under : (1) Net amount recognised in the statement of Profit & Loss for year ended 31st March, 2017
(H in Crores)Particulars Gratuity (Funded)
31st March, 2017Gratuity (Funded) 31st March, 2016
Current Service cost 2.93 2.76Interest cost 1.46 1.26Expected return on plan assets (1.35) (1.22)Net amount recognised 3.05 2.80Actual return on Plan Assets 1.58 1.33
151
Adani Enterprises Limited 25th Annual Report 2016-17
Notes forming part of the Financial Statements for the year ended 31st March, 2017
(2) Net amount recognised in the Other Comprehensive Income for year ended 31st March, 2017
(H in Crores)Particulars Gratuity (Funded)
31st March, 2017Gratuity (Funded) 31st March, 2016
Actuarial (Gains) / Losses (0.47) (0.92)Return on plan assets, excluding amount recognised in net interest expense (0.23) (0.11)Net amount recognised (0.70) (1.02)
(3) Net amount recognised in the Balance Sheet for year ended 31st March, 2017(H in Crores)
Particulars Gratuity (Funded) 31st March, 2017
Gratuity (Funded) 31st March, 2016
i) Details of Provision for GratuityPresent value of defined obligation 20.71 18.54Fair value of plan assets 21.03 17.09Surplus/(deficit) of funds 0.32 (1.45)Net asset/ (liability) 0.32 (1.45)
ii) Change in Present Value of the defined benefit obligationDefined benefit obligation as at the beginning of period 18.54 13.63 Acquisition Adjustment (0.57) 2.24 Service cost 2.93 2.76 Interest cost 1.46 1.26 Actuarial loss/(gain) - Due to change in Demographic Assumptions - 0.06 Actuarial loss/(gain) - Due to change in Financial Assumptions 0.58 0.09 Actuarial loss/(gain) - Due to experience (1.06) (1.07) Benefits paid (1.18) (0.44)Defined benefit obligation as at end of the period 20.71 18.54
iii) Change in Fair Value of Plan AssetsFair value of plan assets as at the beginning of period 17.09 13.75 Acquisition Adjustment - 1.58 Expected return on plan assets 1.35 1.22 Contributions by employer 2.99 0.87 Actuarial (loss)/gain 0.23 0.11 Benefits paid (0.64) (0.44)Fair value of plan assets as at end of the period 21.03 17.09
iv) The major categories of plan assets as a percentage of fair value of total plan assets are as follows:Policy of Insurance 100% 100%
(4) The principal actuarial assumption used as at 31st March, 2017 are as follows:
Particulars Gratuity (Funded) 31st March, 2017
Gratuity (Funded) 31st March, 2016
Discount Rate 7.60% 7.90%Rate of increase in Compensation Levels (Refer Note (c) below) 8.00% 8.00%Mortality Indian Assured
Lives Mortality (2006-08)
Ultimate
Indian Assured Lives Mortality
(2006-08) Ultimate
Attrition rate 1.00% 1.00%
44 (contd.)
152
Notes forming part of the Financial Statements for the year ended 31st March, 2017
44 (contd.)
Sensitivity Analysis: The sensitivity analysis below has been determined based on reasonably possible changes of the assumptions
occurring at the end of the reporting period, while holding all other assumptions constant. The results of sensitivity analysis is given below :
(H in Crores)Change in Assumption Change in
RateGratuity (Funded) 31st March, 2017 Gratuity (Funded) 31st March, 2016
Increase in Assumption
Decrease in Assumption
Increase in Assumption
Decrease in Assumption
Discount Rate (- / + 1 %) (1.84) 2.15 (1.60) 1.87 Salary Growth Rate (- / + 1 %) 2.12 (1.85) 1.85 (1.61)Attrition Rate (- / + 0.50 %) (0.06) 0.06 (0.03) 0.03 Mortality Rate (- / + 10 %) * * * *
(*Denotes amount less than H50,000)
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. There is no change in method of valuation for the prior period.
(5) Maturity Profile of Obligations The average duration of the defined benefit plan obligation at the end of the reporting period is 10 years (31st March,
2016: 9 years). The expected maturity analysis of gratuity benefits is as follows :
(H in Crores)Particulars Gratuity (Funded)
31st March, 2017Gratuity (Funded) 31st March, 2016
Within 1 year 3.98 3.631 to 5 years 5.46 4.105 to 10 years 5.30 5.96More than 10 years 37.45 34.13
(c) The estimate of future salary increase, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
(d) The Company’s expected contribution to the fund in the next financial year is H3.67 Crores (31st March, 2016 H4.23 Crores)
(e) Current and non current classification is done based on actuarial valuation certificate.
153
Adani Enterprises Limited 25th Annual Report 2016-17
Notes forming part of the Financial Statements for the year ended 31st March, 2017
45 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW :
(i) Name of Related Parties & Description of Relationship
(A) Controlling Entity :
Shantilal Bhudhermal Adani Family Trust (SBAFT)
(B) Subsidiary Companies :
1 Adani Global Ltd., Mauritius. 16 Adani Defence Systems and Technologies Ltd.2 Adani Agri Logistics Ltd. 17 Mahaguj Power Ltd.3 Adani Agri Fresh Ltd. 18 Adani Chendipada Mining Pvt. Ltd.4 Adani Energy Ltd. 19 Adani Resources Pvt. Ltd.5 Adani Shipping (India) Pvt. Ltd. 20 Surguja Power Pvt. Ltd.6 Natural Growers Pvt. Ltd. 21 Jhar Mining Infra Pvt. Ltd. 7 Chendipada Collieries Pvt. Ltd. 22 Prayatna Developers Pvt. Ltd.8 Parsa Kente Collieries Ltd. 23 Talabira (Odisha) Mining Pvt. Ltd. (Formerly known
as Korba Clean Coal Pvt. Ltd.)9 Adani Welspun Exploration Ltd.10 Rajasthan Collieries Ltd. 24 Adani Tradecom LLP11 Adani Synenergy Ltd. 25 Adani Tradex LLP12 Adani Power Dahej Ltd. 26 Adani Commodities LLP13 Adani Pench Power Ltd. 27 Adani Tradewing LLP14 Kutchh Power Generation Ltd. 28 Adani Infrastructure Pvt. Ltd.15 Adani Green Energy Ltd. 29 Adani Cementation Ltd.
(C) Step-down Subsidiary Companies / Firms :
1 Adani Renewable Energy Park Ltd. 21 PT Energy Resources, Indonesia 2 Adani Agri Logistics (Harda) Ltd. 22 PT Niaga Antar Bangsa, Indonesia 3 Adani Agri Logistics (Hoshangabad) Ltd. 23 PT Niaga Lintas Samudra, Indonesia 4 Adani Agri Logistics (Satna) Ltd. 24 PT Gemilang Pusaka Pertiwi, Indonesia 5 Adani Agri Logistics (Ujjain) Ltd. 25 PT Hasta Mundra, Indonesia 6 Adani Agri Logistics (Dewas) Ltd. 26 PT Lamindo Inter Multikon, Indonesia 7 Adani Agri Logistics (MP) Ltd. 27 PT Mitra Naiga Mulia, Indonesia 8 Adani Gas Holdings Ltd. (Formerly known as
Mundra LNG Ltd.)28 PT Suar Harapan Bangsa, Indonesia
9 Adani Gas Ltd. 29 PT Tambang Sejahtera Bersama, Indonesia 10 Adani Global Pte. Ltd., Singapore. 30 Aanya Maritime Inc, Panama 11 Adani Shipping Pte. Ltd, Singapore. 31 Aashna Maritime Inc, Panama 12 Rahi Shipping Pte. Ltd., Singapore 32 Adani Minerals Pty. Ltd., Australia 13 Vanshi Shipping Pte. Ltd., Singapore 33 Adani Bunkering Pte. Ltd. Singapore (upto 01.01.2017)14 Adani Global FZE, Dubai. 34 Adani Bunkering Pvt. Ltd. 15 Adani Mining Pty Ltd., Australia 35 AWEL Global Ltd., UAE16 PT Adani Global, Indonesia. 36 Galilee Transmission Holdings Pty Ltd.17 PT Adani Global Coal Trading, Indonesia 37 Galilee Transmission Pty Ltd. 18 PT Coal Indonesia, Indonesia 38 Adani Green Energy (Tamilnadu) Ltd.19 PT Mundra Coal Indonesia (upto 06.10.2016) 39 Adani Renewable Energy Park (Gujarat) Ltd.20 PT Sumber Bara, Indonesia 40 Adani Infrastructure Pty Ltd., Australia
154
Notes forming part of the Financial Statements for the year ended 31st March, 2017
41 Mundra Solar Ltd. 57 Kilaj Solar (Maharashtra) Pvt. Ltd.42 Ramnad Renewable Energy Ltd. 58 Adani Green Technology Ltd.
(Formerly known as Sami Solar (Gujarat) Pvt. Ltd.)43 Kamuthi Renewable Energy Ltd. 59 Wardha Solar (Maharashtra) Pvt. Ltd.44 Ramnad Solar Power Ltd. 60 Mahoba Solar (UP) Pvt. Ltd.45 Kamuthi Solar Power Ltd. 61 Gaya Solar (Bihar) Pvt. Ltd.46 Mundra Solar PV Ltd. 62 Adani Agri Logistics (Kotkapura) Ltd.47 Adani Wind Energy (AP) Ltd.
(Formerly known as Adani Green Energy (Telengana) Ltd.)63 Adani Agri Logistics (Katihar) Ltd.
48 Adani Green Energy (MP) Ltd. 64 Adani Agri Logistics (Kannauj) Ltd.49 Adani Land Defence Systems and Technologies Ltd. 65 Adani Agri Logistics (Panipat) Ltd.50 Adani Aero Defence Systems and Technologies Ltd. 66 Adani Agri Logistics (Moga) Ltd.51 Adani Naval Defence Systems and Technologies Ltd. 67 Adani Agri Logistics (Raman) Ltd.52 Adani Green Energy (UP) Ltd. 68 Adani Agri Logistics (Barnala) Ltd.53 Parampujya Solar Energy Pvt. Ltd.
(Formerly known as Parampujya Developers Pvt. Ltd.)69 Adani Agri Logistics (Nakodar) Ltd.
54 Rosepetal Solar Energy Pvt. Ltd. (Formely known as Rosepetal Developers Pvt. Ltd.)
70 Adani Agri Logistics (Mansa) Ltd.
55 Mundra Solar Technopark Pvt. Ltd 71 Adani Agri Logistics (Bathinda) Ltd.56 Adani Wind Energy (Gujarat) Pvt. Ltd.
(Formerly known as Duryodhana Developers Pvt. Ltd.)72 Urja Maritime Inc.73 Adani North America Inc.
(D) Associates with whom transactions done during the year : 1 CSPGCL AEL Parsa Collieries Ltd.
(E) Joint Control Entities :
1 Adani Wilmar Ltd. 7 Golden Valley Agrotech Pvt. Ltd.2 Adani Renewable Energy Park Rajasthan Ltd. 8 Vishakha Polyfab Ltd.3 Adani Wilmar Pte. Ltd., Singapore 9 KOG KTV Food Products (India) Pvt. Ltd.4 Indianoil – Adani Gas Pvt. Ltd. 10 KTV Health and Foods Pvt. Ltd.5 Vishakha Industries Pvt. Ltd. 11 Adani Elbit Advanced Systems India Ltd. 6 AWN Agro Pvt. Ltd.
(F) Key Management Personnel :
1 Mr. Gautam S. Adani, Chairman 4 Mr. Ameet H. Desai, Executive Director & CFO2 Mr. Rajesh S. Adani, Managing Director 5 Mr. Jatin Jalundhwala, Company Secretary & Sr. Vice
President (Legal)3 Mr. Pranav V. Adani, Director
(G) Non-Executive Directors :
1 Mr. Vasant S. Adani 5 Mr. V. Subramanian (Refer Note a)2 Mr. Anil Ahuja 6 Mrs. Vijyalaxmi Joshi (Refer Note b)3 Mr. Berjis Desai 7 Ms. Dharmishta N. Rawal (Refer Note c)4 Mr. Hemant Nerukar 8 Dr. Ravindra Dholakia (Refer Note d)
Notes: a) Mr. V. Subramanian was appointed as an Additional Director of the Company w.e.f. 22nd August, 2016. b) Mrs. Vijaylaxmi Joshi was appointed as an Additional Director of the Company w.e.f. 2nd December, 2016. c) Ms. Dharmishta N. Rawal resigned as director of the Company w.e.f. 25th April, 2016 due to their pre-occupation. d) Dr. Ravindra Dholakia resigned as director of the Company w.e.f. 24th May, 2016 due to their pre-occupation.
45 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)
155
Adani Enterprises Limited 25th Annual Report 2016-17
Notes forming part of the Financial Statements for the year ended 31st March, 2017
(H) Enterprises over which (A) or (F) above have significant influence with whom transactions done during the year :
1 Adani Properties Pvt. Ltd. 19 Adani Warehousing Services Pvt. Ltd. 2 Adani Education and Research Foundation 20 Adani Murmugao Port Terminal Pvt. Ltd.3 Adani Institute for Education and Research 21 Adani Transmission Ltd. 4 Adani Power Ltd. 22 Adani Transmission (India) Ltd. 5 Adani Ports and Special Economic Zone Ltd. 23 Maharashtra Eastern Grid Power Transmission
Company Ltd.6 Adani Power Maharashtra Ltd. 24 Adani Petroleum Terminal Pvt. Ltd.7 Adani Power Rajasthan Ltd. 25 Adani Infra (India) Ltd.8 Udupi Power Corporation Ltd. 26 Raipur – Rajnandgaon – Warora Transmission Ltd.9 Mundra SEZ Textile and Apparel Park Pvt. Ltd. 27 Chhattisgarh – WR Transmission Ltd.10 Karnavati Aviation Pvt. Ltd. 28 Sipat Transmission Ltd.11 MPSEZ Utilities Pvt. Ltd. 29 Adani Power (Jharkhand) Ltd.12 Adani Logistics Ltd. 30 North Karanpura Transco Ltd.13 Mundra International Airport Pvt. Ltd. 31 Sarguja Rail Corridor Pvt. Ltd.14 Adani Hazira Port Pvt. Ltd. 32 Adani Infrastructure and Developers Pvt. Ltd.15 Adani Petronet (Dahej) Port Pvt. Ltd. 33 Adani Township & Real Estate Company Ltd.16 Adani Vizag Coal Terminal Pvt. Ltd. 34 Adani M2K Project LLP17 Adani Kandla Bulk Terminal Pvt. Ltd. 35 Adani Textile Industries18 The Dhamra Port Company Ltd.
(I) Relatives of Key Management Personnel with whom transactions done during previous year :
1 Mr. Vinod S. Adani
(ii) Nature And Volume of Transaction with Related Parties (*Denotes amount less than H50,000)
(H in Crores)Sr. No.
Nature of Transaction Name of Related Party For the year ended 31st March, 2017
For the year ended 31st March, 2016
1 Sale of Goods Adani Petronet (Dahej) Port Pvt. Ltd. - 0.13 Adani Power Ltd. 190.10 61.36 Adani Power Maharashtra Ltd. 171.28 71.46 Adani Power Rajasthan Ltd. 70.71 54.69 Adani Wilmar Ltd. 281.81 7.16 MPSEZ Utilities Pvt. Ltd. 6.24 4.69 Udupi Power Corporation Ltd. - 33.58 Mundra Solar PV Ltd. 176.93 - Parampujya Solar Energy Pvt. Ltd. 4.51 - Prayatna Developers Pvt. Ltd. 192.35 - Wardha Solar (Maharashtra) Pvt. Ltd. 0.65 - Adani Wind Energy (Gujarat) Pvt. Ltd. 232.58 -
2 Purchase of Goods Adani Gas Ltd. 0.14 0.16 Adani Global FZE 392.83 111.11 Adani Global Pte Ltd. 3,066.68 2,706.09 Adani Power Ltd. 1,156.43 2,068.99 Adani Power Rajasthan Ltd. 13.88 - Adani Power Maharashtra Ltd. - 50.94
45 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)
156
Notes forming part of the Financial Statements for the year ended 31st March, 2017
45 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)
(H in Crores)Sr. No.
Nature of Transaction Name of Related Party For the year ended 31st March, 2017
For the year ended 31st March, 2016
3 Rendering of Services (incl. reimbursement of expenses)
Adani Agri Fresh Ltd. 0.83 0.30 Adani Agri Logistics Ltd. 1.28 0.48 Adani Gas Ltd. 3.36 1.13 Adani Green Energy Ltd. - 0.05 Adani Green Energy (Tamilnadu) Ltd. 3.09 - Adani Hazira Port Pvt. Ltd. 3.89 1.92 Adani Infra (India) Ltd. 2.90 1.09 Adani Institute for Education and Research 0.86 0.89 Adani Education and Research Foundation - 0.06 Adani Kandla Bulk Terminal Pvt. Ltd. 0.53 0.05 Adani Logistics Ltd. 1.76 0.53 Adani Mining Pty Ltd. 0.03 0.15 Adani Murmugao Port Terminal Pvt. Ltd. 0.29 0.16 Adani Petronet (Dahej) Port Pvt. Ltd. 1.91 1.58 Adani Ports & Special Economic Zone Ltd. 31.72 14.38 Adani Power Ltd. 137.23 71.47 Adani Power Maharashtra Ltd. 17.68 5.34 Adani Power Rajasthan Ltd. 9.38 2.57 Adani Renewable Energy Park Ltd. - *Adani Synenergy Ltd. - 0.05 Adani Textile Industries 0.02 0.01 Adani Transmission (India) Ltd. 2.73 1.30 Adani Transmission Ltd. - 0.14 Adani Vizag Coal Terminal Pvt. Ltd. - 0.13 Adani Wilmar Ltd. 15.91 9.75 Adani Bunkering Pvt. Ltd. 0.84 0.22 The Dhamra Port Company Ltd. 3.24 1.84 Karnavati Aviation Pvt. Ltd. 0.32 0.11 Maharashtra Eastern Grid Power Transmission Company Ltd.
8.40 0.90
MPSEZ Utilities Pvt. Ltd. 0.63 0.17 Parsa Kente Collieries Ltd. 2,041.08 538.40 Prayatna Developers Pvt. Ltd. - *Udupi Power Corporation Ltd. 5.67 0.01 Talabira (Odisha) Mining Pvt. Ltd. 0.08 - Adani Cementation Ltd. * - Adani Agri Logistics (Kannauj) Ltd. 0.03 - Adani Agri Logistics (Panipat) Ltd. 0.03 - Adani Petroleum Terminal Pvt. Ltd. 1.05 - Adani Township & Real Estate Company Pvt. Ltd. 4.15 -
157
Adani Enterprises Limited 25th Annual Report 2016-17
Notes forming part of the Financial Statements for the year ended 31st March, 2017
(H in Crores)Sr. No.
Nature of Transaction Name of Related Party For the year ended 31st March, 2017
For the year ended 31st March, 2016
4 Services Availed(incl. reimbursement of expenses)
Adani Hazira Port Pvt. Ltd. 76.86 49.68 Adani Logistics Ltd. # 53.17 82.94 Adani Murmugao Port Terminal Pvt. Ltd. 9.33 - Adani Petronet (Dahej) Port Pvt. Ltd. # 50.92 102.65 Adani Ports & Special Economic Zone Ltd. # 12.86 56.04 Adani Properties Pvt. Ltd. 0.08 0.08 Adani Resources Pvt. Ltd. 7.62 5.58 Adani Wilmar Ltd. 0.54 0.66 Adani Power Ltd. 0.01 - The Dhamra Port Company Ltd. 93.64 100.61 Karnavati Aviation Pvt. Ltd. - *Mundra International Airport Pvt. Ltd. 0.46 0.40 Parsa Kente Collieries Ltd. 41.00 924.84 Adani Township & Real Estate Company Pvt. Ltd. 0.71 19.28 Shantilal Budhermal Adani Family Trust * *
# Services availed from Adani Ports and Special Economic Zone Ltd., Adani Petronet (Dahej) Port Pvt. Ltd. and Adani Logistics Ltd. does not include pass through transactions.
(H in Crores)Sr. No.
Nature of Transaction Name of Related Party For the year ended 31st March, 2017
For the year ended 31st March, 2016
5 Interest Income Adani Agri Fresh Ltd. 1.68 5.08 Adani Agri Logistics Ltd. 4.69 7.47 Adani Agri Logistics (Dewas) Ltd. 0.39 0.29 Adani Agri Logistics (Harda) Ltd. 0.38 0.29 Adani Agri Logistics (Hosangabad) Ltd. 0.38 0.29 Adani Agri Logistics (MP) Ltd. 0.41 0.30 Adani Agri Logistics (Satna) Ltd. 0.38 0.29 Adani Agri Logistics (Ujjain) Ltd. 0.39 0.25 Adani Defence Systems and Technologies Ltd. 0.02 0.01 Adani Gas Ltd. - 0.78 Adani Green Energy Ltd. 18.03 1.11 Adani Green Energy (Tamilnadu) Ltd. 17.33 9.73 Adani Wind Energy (AP) Ltd. * 0.01 Adani Green Energy (MP) Ltd. 3.02 0.01 Adani Green Energy (UP) Ltd. 3.27 0.34 Adani Welspun Exploration Ltd. 22.16 38.28 Adani Infra (India) Ltd. 8.05 4.94 Adani Pench Power Ltd. 13.04 23.34 Adani Power Dahej Ltd. 36.12 65.33 Adani Power Ltd. 268.28 166.99 Adani Renewable Energy Park Ltd. 0.68 0.15 Adani Resources Pvt. Ltd. - 0.01 Adani Renewable Energy Park (Rajasthan) Ltd. 0.95 0.29
45 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)
158
Notes forming part of the Financial Statements for the year ended 31st March, 2017
45 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)
(H in Crores)Sr. No.
Nature of Transaction Name of Related Party For the year ended 31st March, 2017
For the year ended 31st March, 2016
Adani Synenergy Ltd. 1.94 0.93 CSPGCL AEL Parsa Collieries Ltd. 0.17 0.14 Kamuthi Renewable Energy Ltd. 7.08 2.28 Kamuthi Solar Power Ltd. 21.30 7.89 Kutchh Power Generation Ltd. 5.95 202.57 Mahaguj Power Ltd. 0.01 0.01 Mundra Solar Ltd. 2.38 2.26 Mundra Solar PV Ltd. 20.84 3.14 Natural Growers Pvt. Ltd. 2.23 4.04 Parampujya Solar Energy Pvt. Ltd. 2.03 0.21 Parsa Kente Collieries Ltd. 53.02 18.56 Prayatna Developers Pvt. Ltd. 13.15 0.29 Ramnad Renewable Energy Ltd. 4.49 1.74 Ramnad Solar Power Ltd. 6.52 4.10 Sarguja Rail Corridor Pvt. Ltd. 0.95 20.75 Surguja Power Pvt. Ltd. 0.65 0.50 Rajasthan Collieries Ltd. 0.45 0.28 Rosepetal Solar Energy Pvt. Ltd. 0.16 0.10 Udupi Power Corporation Ltd. - 0.10 Adani Bunkering Pvt. Ltd. 0.08 - Jhar Mining Infra Pvt. Ltd. * - Kilaj Solar (Maharashtra) Pvt. Ltd. 0.28 - Mundra Solar Technopark Pvt. Ltd 19.41 - Talabira (Odisha) Mining Pvt. Ltd. 0.05 - Wardha Solar (Maharashtra) Pvt. Ltd. 0.09 - Adani Cementation Ltd. * - Adani Elbit Advanced Systems India Ltd. 0.01 - Adani Green Technology Ltd. * - Adani Infrastructure and Developers Pvt. Ltd. 9.68 4.73
6 Interest Expense Adani Gas Ltd. 32.00 17.27 Adani Ports & Special Economic Zone Ltd. 40.22 5.97 Adani Infra (India) Ltd. 11.42 - Adani Bunkering Pvt. Ltd. 1.64 13.73 Adani Logistics Ltd. 5.22 - Talabira (Odisha) Mining Pvt. Ltd. 0.08 -
7 Dividend Income Adani Gas Ltd. - 43.65 Adani Ports & Special Economic Zone Ltd. - 170.76
8 Rent Income Adani Wilmar Ltd. 0.60 0.60 Chhattisgarh – WR Transmission Ltd. 0.03 0.02 Sipat Transmission Ltd. 0.03 0.02 Raipur - Rajnandgaon - Warora Transmission Ltd. 0.03 0.02 Adani Institute for Education and Research 0.45 - Adani M2K Project LLP 0.34 0.34
159
Adani Enterprises Limited 25th Annual Report 2016-17
Notes forming part of the Financial Statements for the year ended 31st March, 2017
(H in Crores)Sr. No.
Nature of Transaction Name of Related Party For the year ended 31st March, 2017
For the year ended 31st March, 2016
9 Rent Expense Adani Petronet (Dahej) Port Pvt. Ltd. 0.01 0.01 Adani Properties Pvt. Ltd. 1.47 1.47 Adani Wilmar Ltd. 0.09 0.09 The Dhamra Port Company Ltd. 0.04 0.15 Adani Infrastructure and Developers Pvt. Ltd. 0.72 0.82 Mr. Rajesh S. Adani - 0.02 Mr. Vinod S. Adani - 0.02
10 Reimbursement for Corporate House Capex Expense
Adani Ports and Special Economic Zone Ltd. 265.00 -
11 Discount Received on Prompt Payment of Bills
Adani Power Ltd. 7.90 23.19
12 Remuneration # Mr. Gautam S. Adani 1.95 1.87 Mr. Rajesh S. Adani 4.23 4.08 Mr. Pranav V. Adani 2.96 1.96 Mr. Ameet Desai 10.75 8.41 Mr. Jatinkumar Jalundhwala 1.45 1.21
13 Directors Sitting Fees Mr. Hemant Nerurkar 0.02 0.03 Ms. Dharmishta N Rawal - 0.04 Mr. Anil Ahuja 0.02 0.03 Dr. Ravindra Dholakia 0.01 0.03 Mr. Berjis Minoo Desai * *Mr. Venkataraman Subramanian 0.01 - Mrs. Vijaylaxmi Joshi * - Mr. S K Tuteja - 0.03
14 Commission to Non-Executive Directors
Mr. S K Tuteja 0.02 0.10 Mr. Hemant Nerurkar 0.12 0.05 Mr. Berjis Minoo Desai 0.12 0.10 Mr. Venkataraman Subramanian 0.07 - Mrs. Vijaylaxmi Joshi 0.04 - Ms. Dharmishta N Rawal - 0.10 Dr. Ravindra Dholakia - 0.14
15 Sale of Asset Adani Transmission Ltd. - 0.03 Udupi Power Corporation Ltd. - 0.04
16 Purchase of Asset Adani Welspun Exploration Ltd. - 0.04 17 Borrowings (Loan
Taken) AdditionAdani Gas Ltd. 453.80 424.27 Adani Ports & Special Economic Zone Ltd. 725.00 175.00 Adani Infra (India) Ltd. 1,050.65 - Adani Bunkering Pvt. Ltd. 59.50 368.30 Adani Logistics Ltd. 340.00 - Talabira (Odisha) Mining Pvt. Ltd. 1.00 -
45 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)
160
Notes forming part of the Financial Statements for the year ended 31st March, 2017
45 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)
(H in Crores)Sr. No.
Nature of Transaction Name of Related Party For the year ended 31st March, 2017
For the year ended 31st March, 2016
18 Borrowings (Loan Repaid) Repaid
Adani Gas Ltd. 275.00 118.01 Adani Ports & Special Economic Zone Ltd. 725.00 175.00 Adani Infra (India) Ltd. 1,050.65 - Adani Bunkering Pvt. Ltd. 59.50 368.30 Adani Logistics Ltd. 340.00 - Talabira (Odisha) Mining Pvt. Ltd. 1.00 -
19 Loans Given Adani Agri Fresh Ltd. 298.03 60.83 Adani Agri Logistics Ltd. 47.44 7.10 Adani Agri Logistics (Dewas) Ltd. - 2.20 Adani Agri Logistics (Harda) Ltd. - 2.13 Adani Agri Logistics (Hosangabad) Ltd. - 2.10 Adani Agri Logistics (MP) Ltd. - 2.43 Adani Agri Logistics (Satna) Ltd. - 2.13 Adani Agri Logistics (Ujjain) Ltd. - 2.18 Adani Defence Systems and Technologies Ltd. 0.07 0.16 Adani Green Energy Ltd. 804.10 58.34 Adani Green Energy (Tamilnadu) Ltd. 254.33 412.70 Adani Wind Energy (AP) Ltd. - 0.16 Adani Green Energy (MP) Ltd. 25.40 25.01 Adani Green Energy (UP) Ltd. 116.68 21.12 Adani Infra (India) Ltd. 1,151.42 136.75 Adani Pench Power Ltd. 5.56 27.33 Adani Power Dahej Ltd. 9.85 80.08 Adani Power Ltd. 1,065.61 5,581.00 Adani Renewable Energy Park Ltd. 4.61 4.44 Adani Renewable Energy Park (Rajasthan) Ltd. 21.19 7.22 Adani Synenergy Ltd. 10.11 10.01 Adani Welspun Exploration Ltd. 79.69 134.08 CSPGCL AEL Parsa Collieries Ltd. 0.38 0.33 Kamuthi Renewable Energy Ltd. 121.74 155.71 Kamuthi Solar Power Ltd. 507.45 355.71 Kutchh Power Generation Ltd. 0.51 22.37 Mahaguj Power Ltd. 0.10 0.01 Mundra Solar Ltd. 2.59 45.13 Mundra Solar PV Ltd. 545.24 100.60 Natural Growers Pvt. Ltd. 0.24 4.08 Parampujya Solar Energy Pvt. Ltd. 157.21 9.35 Parsa Kente Collieries Ltd. 145.12 300.46 Prayatna Developers Pvt. Ltd. 148.61 13.06 Ramnad Renewable Energy Ltd. 153.91 87.61 Ramnad Solar Power Ltd. 80.05 201.80 Sarguja Rail Corridor Pvt. Ltd. - 19.46
161
Adani Enterprises Limited 25th Annual Report 2016-17
Notes forming part of the Financial Statements for the year ended 31st March, 2017
45 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)
(H in Crores)Sr. No.
Nature of Transaction Name of Related Party For the year ended 31st March, 2017
For the year ended 31st March, 2016
Surguja Power Pvt. Ltd. 1.38 1.97 Rajasthan Collieries Ltd. 0.42 3.76 Rosepetal Solar Energy Pvt. Ltd. 1.55 7.40 Adani Bunkering Pvt. Ltd. 11.59 - Jhar Mining Infra Pvt. Ltd. 0.10 - Kilaj Solar (Maharashtra) Pvt. Ltd. 7.46 - Mundra Solar Technopark Pvt. Ltd 421.46 - Talabira (Odisha) Mining Pvt. Ltd. 4.12 - Wardha Solar (Maharashtra) Pvt. Ltd. 1.38 - Adani Cementation Ltd. 0.02 - Adani Elbit Advanced Systems India Ltd. 0.50 - Adani Green Technology Ltd. 1.95 - Adani Infrastructure and Developers Pvt. Ltd. 102.71 66.04
# The above does not include Provision for Leave Encashment and Gratuity as it is provided in the books on the basis of actuarial valuation for the Company as a whole and hence individual figures cannot be identified.
(H in Crores)Sr. No.
Nature of Transaction Name of Related Party For the year ended 31st March, 2017
For the year ended 31st March, 2016
20 Loans Received back Adani Agri Fresh Ltd. 54.81 6.02 Adani Agri Logistics Ltd. - 37.00 Adani Agri Logistics (Dewas) Ltd. 3.73 - Adani Agri Logistics (Harda) Ltd. 3.66 - Adani Agri Logistics (Hosangabad) Ltd. 3.63 - Adani Agri Logistics (MP) Ltd. 3.96 - Adani Agri Logistics (Satna) Ltd. 3.66 - Adani Agri Logistics (Ujjain) Ltd. 3.71 - Adani Defence Systems and Technologies Ltd. 0.06 - Adani Gas Ltd. - 48.00 Adani Power Dahej Ltd. 728.53 - Adani Green Energy Ltd. 799.19 27.15 Adani Green Energy (Tamilnadu) Ltd. 354.85 274.01 Adani Wind Energy (AP) Ltd. 0.11 0.05 Adani Green Energy (MP) Ltd. 47.05 - Adani Green Energy (UP) Ltd. 14.05 1.50 Adani Infra (India) Ltd. 807.55 136.75 Adani Pench Power Ltd. 262.78 6.15 Adani Power Ltd. 3,330.39 2,326.54 Adani Renewable Energy Park Ltd. - 0.30 Adani Resources Pvt. Ltd. - 0.07 Adani Renewable Energy Park (Rajasthan) Ltd. 26.63 0.60 Adani Welspun Exploration Ltd. 2.12 12.87 Kamuthi Renewable Energy Ltd. 120.64 112.25
162
Notes forming part of the Financial Statements for the year ended 31st March, 2017
45 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)
(H in Crores)Sr. No.
Nature of Transaction Name of Related Party For the year ended 31st March, 2017
For the year ended 31st March, 2016
Kamuthi Solar Power Ltd. 442.54 253.00 Kutchh Power Generation Ltd. 118.59 4,347.11 Mundra Solar Ltd. - 21.58 Mundra Solar PV Ltd. 282.14 34.50 Natural Growers Pvt. Ltd. 46.81 - Parampujya Solar Energy Pvt. Ltd. 132.99 2.95 Parsa Kente Collieries Ltd. 219.75 237.55 Prayatna Developers Pvt. Ltd. 60.57 8.00 Ramnad Renewable Energy Ltd. 79.30 46.90 Ramnad Solar Power Ltd. 76.82 159.55 Sarguja Rail Corridor Pvt. Ltd. 185.24 - Surguja Power Pvt. Ltd. 0.20 - Rosepetal Solar Energy Pvt. Ltd. 2.68 5.25 Kilaj Solar (Maharashtra) Pvt. Ltd. 2.39 - Mundra Solar Technopark Pvt. Ltd 254.22 - Talabira (Odisha) Mining Pvt. Ltd. 1.06 - Adani Infrastructure and Developers Pvt. Ltd. 30.00 42.75
21 Purchase or Subscription of Investment
Adani Defence Systems and Technologies Ltd. - 0.05 Adani Green Energy Ltd. 568.09 81.57 Adani Kandla Bulk Terminal Pvt. Ltd. - 26.00 Adani Renewable Energy Park Ltd. - 0.05 Adani Welspun Exploration Ltd. - 12.87 Parampujya Solar Energy Pvt. Ltd. - 0.01 Prayatna Developers Pvt. Ltd. 186.80 24.01 Rosepetal Solar Energy Pvt. Ltd. - 0.01 Adani Pench Power Ltd. 276.73 - Adani Power Dahej Ltd. 763.30 - Adani Properties Pvt. Ltd. 0.07 - Kutchh Power Generation Ltd. 118.39 - Natural Growers Pvt. Ltd. 46.81 - Talabira (Odisha) Mining Pvt. Ltd. 1.00 - Adani Cementation Ltd. 0.05 - Adani Elbit Advanced Systems India Ltd. 0.01 - Adani Agri Logistics (Kannauj) Ltd. 1.00 - Adani Agri Logistics (Panipat) Ltd. 1.00 - Adani Green Technology Ltd. 300.00 - Adani Commodities LLP 341.39 - Adani Tradex LLP 1.25 - Adani Tradecom LLP 0.05 - Adani Tradewing LLP 0.06 -
22 Sale or Redemption of Investment
Adani Global Ltd. - 246.12 Adani Agri Logistics Ltd. 8.00 - Adani Ports and Special Economic Zone Ltd. 61.34 - Mahaguj Power Ltd. 0.03 -
163
Adani Enterprises Limited 25th Annual Report 2016-17
Notes forming part of the Financial Statements for the year ended 31st March, 2017
(H in Crores)Sr. No.
Nature of Transaction Name of Related Party For the year ended 31st March, 2017
For the year ended 31st March, 2016
Adani Gas Holdings Ltd. 232.46 - Mr. Rajesh S. Adani * - Adani Properties Pvt. Ltd. - 45.30 Adani Green Energy Ltd. - 0.07 The Dhamra Port Company Ltd. - 0.05 Adani Infrastructure Pvt. Ltd. * - Adani Tradewing LLP 0.02 -
23 Transfer-out of employees liabilities
Adani Synenergy Ltd. 0.06 0.25 Adani Transmission Ltd. 0.03 0.01 Adani Transmission (India) Ltd. 0.03 - Adani Wilmar Ltd. 0.14 0.01 Adani Green Energy Ltd. 0.07 - Adani Ports and Special Economic Zone Ltd. 0.03 - Adani Power Ltd. 0.31 - Adani Resources Pvt. Ltd. 0.07 - Adani Bunkering Pvt. Ltd. 0.10 - Parsa Kente Collieries Ltd. 0.11 - Adani Power (Jharkhand) Ltd. 0.13 - Adani Township & Real Estate Company Pvt. Ltd. 0.03 -
24 Transfer-in of employees liabilities
Adani Ports and Special Economic Zone Ltd. 0.11 - Adani Power Ltd. 0.05 - Adani Wilmar Ltd. 0.01 - Adani Bunkering Pvt. Ltd. 0.01 -
25 Transfer-out of employees Loans and advances
Adani Infra (India) Ltd. - *Adani Ports & Special Economic Zone Ltd. 0.01 *Adani Power Ltd. 0.05 0.02 Adani Bunkering Pvt. Ltd. 0.02 - Adani Transmission Ltd. - *Adani Resources Pvt. Ltd. * -
26 Transfer-in of employees Loans and advances
Adani Ports & Special Economic Zone Ltd. 0.07 0.03 Sarguja Rail Corridor Pvt. Ltd. - *
27 Advance / Deposit Received
Adani Ports & Special Economic Zone Ltd. - 552.00
Closing Balances (H in Crores)
Sr. No.
Nature of Transaction Name of Related Party As at 31st March, 2017
As at 31st March, 2016
28 Accounts Receivable Adani Agri Fresh Ltd. 0.30 0.07 Adani Agri Logistics (Kannauj) Ltd. 0.03 - Adani Agri Logistics (Panipat) Ltd. 0.03 - Adani Agri Logistics Ltd. 0.43 0.12 Adani Bunkering Pvt. Ltd. 0.23 0.12 Adani Gas Ltd. 1.03 0.29
45 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)
164
Notes forming part of the Financial Statements for the year ended 31st March, 2017
45 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)
(H in Crores)Sr. No.
Nature of Transaction Name of Related Party As at 31st March, 2017
As at 31st March, 2016
Adani Green Energy (Tamilnadu) Ltd. 3.32 - Adani Green Energy Ltd. - 0.06 Adani Hazira Port Pvt. Ltd. - 0.24 Adani Infra (India) Ltd. 2.26 0.62 Adani Institute for Education and Research 2.02 0.72 Adani Kandla Bulk Terminal Pvt. Ltd. 0.19 0.01 Adani Logistics Ltd. 5.84 - Adani Mining Pty Ltd. - 0.06 Adani Murmugao Port Terminal Pvt. Ltd. 0.15 0.04 Adani Petroleum Terminal Pvt. Ltd. 1.21 - Adani Petronet (Dahej) Port Pvt. Ltd. 1.43 0.14 Adani Ports and Special Economic Zone Ltd. 9.36 - Adani Power Ltd. 28.61 10.77 Adani Power Maharashtra Ltd. 94.32 26.79 Adani Power Rajasthan Ltd. 130.38 51.12 Adani Synenergy Ltd. * 0.06 Adani Transmission (India) Ltd. 0.36 0.68 Adani Transmission Ltd. - 0.01 Adani Vizag Coal Terminal Pvt. Ltd. - 0.03 Adani Wilmar Ltd. - 1.80 Adani Wind Energy (Gujarat) Pvt. Ltd. 235.61 - Chhattisgarh – WR Transmission Ltd. - 0.02 CSPGCL AEL Parsa Collieries Ltd. 3.44 3.44 Karnavati Aviation Pvt. Ltd. 0.09 0.03 Maharashtra Eastern Grid Power Transmission Company Ltd.
- 0.51
MPSEZ Utilities Pvt. Ltd. 0.57 0.02 Mundra Solar PV Ltd. 110.44 - Parampujya Solar Energy Pvt. Ltd. 4.51 - Parsa Kente Collieries Ltd. 790.77 430.96 Raipur - Rajnandgaon - Warora Transmission Ltd. - 0.02 Sipat Transmission Ltd. - 0.02 Talabira (Odisha) Mining Pvt. Ltd. 0.08 - The Dhamra Port Company Ltd. 1.79 0.19 Udupi Power Corporation Ltd. 6.08 0.04 Wardha Solar (Maharashtra) Pvt. Ltd. 0.65 - Adani M2K Project LLP * 0.03 Adani Infrastructure and Developers Pvt. Ltd. 0.01 0.01 Adani Township & Real Estate Company Pvt. Ltd. 4.56 *
29 Loans - Current Adani Agri Fresh Ltd. 298.03 54.81 Adani Agri Logistics (Dewas) Ltd. - 3.73 Adani Agri Logistics (Harda) Ltd. - 3.63 Adani Agri Logistics (Hosangabad) Ltd. - 3.63 Adani Agri Logistics (MP) Ltd. - 3.96
165
Adani Enterprises Limited 25th Annual Report 2016-17
Notes forming part of the Financial Statements for the year ended 31st March, 2017
45 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)
(H in Crores)Sr. No.
Nature of Transaction Name of Related Party As at 31st March, 2017
As at 31st March, 2016
Adani Agri Logistics (Satna) Ltd. - 3.66 Adani Agri Logistics (Ujjain) Ltd. - 3.71 Adani Agri Logistics Ltd. 88.92 41.48 Adani Bunkering Pvt. Ltd. 11.59 - Adani Cementation Ltd. 0.02 - Adani Defence Systems and Technologies Ltd. 0.16 0.16 Adani Elbit Advanced Systems India Ltd. 0.50 - Adani Green Energy (MP) Ltd. 3.36 25.01 Adani Green Energy (Tamilnadu) Ltd. 38.17 138.69 Adani Green Energy (UP) Ltd. 122.25 19.62 Adani Green Energy Ltd. 36.12 31.22 Adani Infra (India) Ltd. 343.87 - Adani Pench Power Ltd. - 257.22 Adani Power Dahej Ltd. - 718.68 Adani Power Ltd. 989.68 3,254.46 Adani Renewable Energy Park Ltd. 8.75 4.14 Adani Renewable Energy Park (Rajasthan) Ltd. 1.18 6.62 Adani Synenergy Ltd. - 14.61 Adani Welspun Exploration Ltd. 504.50 426.93 Adani Wind Energy (AP) Limited - 0.11 CSPGCL Parsa Collieries Ltd. 1.76 1.38 Kamuthi Renewable Energy Ltd. 44.56 43.46 Kamuthi Solar Power Ltd. 167.61 102.71 Kilaj Solar (Maharashtra) Pvt. Ltd. 5.07 - Kutchh Power Generation Ltd. - 118.39 Mundra Solar Ltd. 26.14 23.55 Mundra Solar PV Ltd. 329.20 66.10 Mundra Solar Technopark Pvt. Ltd 167.24 - Natural Growers Pvt. Ltd. - 44.37 Parampujya Solar Energy Pvt. Ltd. 30.62 6.40 Parsa Kente Collieries Ltd. 98.36 172.99 Prayatna Developers Pvt. Ltd. 93.10 5.06 Ramnad Renewable Energy Ltd. 115.32 40.71 Ramnad Solar Power Ltd. 45.48 42.25 Rosepetal Solar Energy Pvt. Ltd. 1.02 2.15 Adani Green Technology Ltd. 1.95 - Sarguja Rail Corridor Pvt. Ltd. - 185.24 Wardha Solar (Maharashtra) Pvt. Ltd. 1.38 - Adani Infrastructure and Developers Pvt. Ltd. 4.99 35.65
30 Loans - Non Current Adani Synenergy Ltd. 24.72 - Jhar Mining Infra Pvt. Ltd. 0.10 - Mahaguj Power Ltd. 0.23 0.12 Rajasthan Collieries Ltd. 4.18 3.76 Surguja Power Pvt. Ltd. 7.19 6.01
166
Notes forming part of the Financial Statements for the year ended 31st March, 2017
45 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)
(H in Crores)Sr. No.
Nature of Transaction Name of Related Party As at 31st March, 2017
As at 31st March, 2016
Talabira (Odisha) Mining Pvt. Ltd. 3.07 - Adani Infrastructure and Developers Pvt. Ltd. 107.87 4.49
31 Other Current Financial Assets
Adani Properties Pvt. Ltd. 1.30 76.30 Adani Gas Ltd. 0.03 0.03 Adani Petronet (Dahej) Port Pvt. Ltd. - 0.01 Adani Power Maharashtra Ltd. 11.96 - Adani Wilmar Ltd. - 0.09 Parsa Kente Collieries Ltd. - 14.26 Prayatna Developers Pvt. Ltd. 6.99 -
32 Other Current Assets Adani Institute for Education and Research 0.03 - Adani Power Ltd. 860.11 683.02 Adani Power Rajasthan Ltd. 0.27 0.01
33 Accounts Payable (incl provisions)
Adani Bunkering Pvt. Ltd. 0.09 - Adani Gas Ltd. 0.01 0.01 Adani Global FZE 4.44 - Adani Global Pte. Ltd. 1,799.24 1,927.80 Adani Green Energy Ltd. 0.07 - Adani Hazira Port Pvt. Ltd. 35.42 41.35 Adani Logistics Ltd. 31.83 54.35 Adani Murmugao Port Terminal Pvt. Ltd. 0.70 - Adani Petronet (Dahej) Port Pvt. Ltd. 20.92 31.67 Adani Ports and Special Economic Zone Ltd. 6.62 8.87 Adani Power (Jharkhand) Ltd. 0.13 - Adani Power Ltd. 70.50 85.67 Adani Power Maharashtra Ltd. 11.47 51.26 Adani Resources Pvt. Ltd. 0.83 - Adani Synenergy Ltd. 0.31 0.25 Adani Transmission (India) Ltd. 0.03 - Adani Transmission Ltd. 0.03 0.01 Adani Wilmar Ltd. 0.26 0.20 Mundra International Airport Pvt. Ltd. 0.39 0.42 Parsa Kente Collieries Ltd. 23.22 10.59 The Dhamra Port Company Ltd. 35.55 57.47 Adani Infrastructure and Developers Pvt. Ltd. 0.29 0.19 Adani Township & Real Estate Company Pvt. Ltd. 0.73 -Mr. Rajesh S. Adani 1.00 1.00 Mr. Pranav V. Adani 0.50 -
34 Borrowings (Loan) Adani Gas Ltd. 485.06 306.26 35 Other Current
Liabilities Adani Hazira Port Pvt. Ltd. 0.14 - Adani Logistics Ltd. - 0.26 Adani Ports & Special Economic Zone Ltd. - 804.29 Adani Wilmar Ltd. 10.72 - Chhattisgarh – WR Transmission Ltd. * -
167
Adani Enterprises Limited 25th Annual Report 2016-17
Notes forming part of the Financial Statements for the year ended 31st March, 2017
(H in Crores)Sr. No.
Nature of Transaction Name of Related Party As at 31st March, 2017
As at 31st March, 2016
Maharashtra Eastern Grid Power Transmission Company Ltd.
0.30 -
North Karanpura Transco Ltd. 0.01 - Prayatna Developers Pvt. Ltd. 8.64 - Sipat Transmission Ltd. * -
36 Corporate Guarantees Given
Adani Power Ltd. - 287.95 Adani Wilmar Ltd. 93.70 97.70 Adani Green Energy Ltd. 2,964.33 1,984.00 Adani Power Rajasthan Ltd. 1,195.79 1,204.90
Note: Transactions with Related Parties are shown net of taxes.
45 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)
46 Following are the details of loans and advances in nature of loans given to subsidiaries, associates and other entities in which directors are interested in terms of regulation 53 (F) read together with Para A of Schedule V of SEBI (Listing Obligation and Disclosure Regulation, 2013).
(a) Loans and advances in the nature of loans to subsidiaries and associates by name and amount :(H in Crores)
Sr. No.
Name of Entity Closing Balance As at
31st March, 2017
Maximum amountOutstanding
during the year1 Adani Gas Ltd. CY Nil 486.26
PY Nil 48.002 Adani Agri Fresh Ltd. CY 298.03 298.03
PY 54.81 56.003 Adani Pench Power Ltd. CY Nil Nil
PY 257.22 257.224 Adani Power Dahej Ltd. CY Nil Nil
PY 718.68 718.685 Kutchh Power Generation Ltd. CY Nil Nil
PY 118.39 4444.636 Parsa Kente Collieries Ltd. CY 98.36 206.49
PY 172.99 250.337 Natural Growers Pvt. Ltd. CY Nil Nil
PY 44.37 44.378 Adani Agri Logistics Ltd. CY 88.92 88.92
PY 41.48 71.389 CSPGCL AEL Parsa Collieries Ltd. CY 1.76 1.76
PY 1.38 1.3810 Adani SynEnergy Ltd. CY 24.72 24.72
PY 14.61 14.6111 Adani Welspun Exploration Ltd. CY 504.50 504.50
PY 426.93 439.8012 Adani Agri Logistics (MP) Ltd. CY Nil 3.96
PY 3.96 3.9613 Adani Agri Logistics (Ujjain) Ltd. CY Nil 3.71
PY 3.71 3.71
168
Notes forming part of the Financial Statements for the year ended 31st March, 2017
(H in Crores)Sr. No.
Name of Entity Closing Balance As at
31st March, 2017
Maximum amountOutstanding
during the year14 Adani Agri Logistics (Harda) Ltd. CY Nil 3.66
PY 3.66 3.6615 Adani Agri Logistics (Hoshangabad) Ltd. CY Nil 3.63
PY 3.63 3.6316 Adani Agri Logistics (Dewas) Ltd. CY Nil 3.73
PY 3.73 3.7317 Adani Agri Logistics (Satna) Ltd. CY Nil 3.66
PY 3.66 3.6618 Adani Green Energy Ltd. CY 36.12 753.21
PY 31.22 31.2219 Adani Green Energy (Tamil Nadu) Ltd. CY 38.17 285.13
PY 138.69 275.2020 Adani Renewable Energy Park Ltd. CY 8.75 8.75
PY 4.14 4.1421 Adani Green Energy (UP) Ltd. CY 122.25 122.25
PY 19.62 20.8022 Ramnad Renewable Energy Ltd. CY 115.32 116.10
PY 40.71 54.7223 Ramnad Solar Power Ltd. CY 45.48 115.12
PY 42.25 147.0324 Kamuthi Renewable Energy Ltd. CY 44.56 98.37
PY 43.46 74.7325 Kamuthi Solar Power Ltd. CY 167.61 330.23
PY 102.71 236.6726 Rajasthan Collieries Ltd. CY 4.18 4.18
PY 3.76 3.7627 Mundra Solar Ltd. CY 26.14 26.14
PY 23.55 43.0028 Mundra Solar PV Ltd. CY 329.20 329.20
PY 66.10 96.3829 Prayatna Developers Pvt. Ltd. CY 93.10 97.24
PY 5.06 9.4430 Adani Defence Systems And Technologies Ltd. CY 0.16 0.21
PY 0.16 0.1631 Parampujya Solar Energy Pvt. Ltd. CY 30.62 73.76
PY 6.40 7.5032 Rosepetal Solar Energy Pvt. Ltd. CY 1.02 2.95
PY 2.15 7.3033 Adani Renewable Energy Park Rajasthan Ltd. CY 1.18 17.90
PY 6.62 6.6234 Adani Green Energy (Telengana) Ltd. CY Nil 0.11
PY 0.11 0.1535 Adani Green Energy (MP) Ltd. CY 3.36 47.46
PY 25.01 25.0136 Adani Resources Pvt. Ltd. CY Nil Nil
PY Nil 0.0737 Mahaguj Power Ltd. CY 0.23 0.23
PY 0.12 0.1238 Surguja Power Pvt. Ltd. CY 7.19 7.19
PY 6.01 6.01
46 (contd.)
169
Adani Enterprises Limited 25th Annual Report 2016-17
46 (contd.)(H in Crores)
Sr. No.
Name of Entity Closing Balance As at
31st March, 2017
Maximum amountOutstanding
during the year39 Adani Bunkering Pvt. Ltd. CY 11.59 11.59
PY Nil Nil40 Adani Elbit Advanced Systems India Ltd. CY 0.50 0.50
PY Nil Nil41 Adani Cementation Ltd. CY 0.02 0.02
PY Nil Nil42 Mundra Solar Technopark Pvt. Ltd CY 167.24 404.47
PY Nil Nil43 Kilaj Solar (Maharashtra) Pvt. Ltd. CY 5.07 5.07
PY Nil Nil44 Adani Green Technology Ltd. CY 1.95 1.95
PY Nil Nil45 Wardha Solar (Maharashtra) Pvt. Ltd. CY 1.38 1.38
PY Nil Nil46 Talabira (Odisha) Mining Pvt. Ltd. CY 3.07 4.08
PY Nil Nil47 Jhar Mining Infra Pvt. Ltd. CY 0.10 0.10
PY Nil Nil
Note :- All the above loans and advances have been given for business purposes.
(b) Loans and advances in the nature of loans to firms / companies in which directors are interested by name and amount:(H in Crores)
Sr. No.
Name of Entity Closing Balance As at
31st March, 2017
Maximum amountOutstanding
during the year1 Adani Power Ltd. CY 989.68 3,634.42
PY 3,254.46 3,692.002 Adani Transmission Ltd. CY Nil Nil
PY Nil 1,184.203 Adani Gas Ltd. CY Nil 486.26
PY Nil 48.004 Adani Welspun Exploration Ltd. CY 504.50 504.50
PY 426.93 439.805 Adani Green Energy Ltd. CY 36.12 753.21
PY 31.22 31.226 Adani Defence Systems and Technologies Ltd. CY 0.16 0.21
PY 0.16 0.167 Adani Agri Fresh Ltd. CY 298.03 298.03
PY 54.81 56.008 Adani Agri Logistics Ltd. CY 88.92 88.92
PY 41.48 71.389 Adani Synenergy Ltd. CY 24.72 24.72
PY 14.61 14.6110 Adani Bunkering Pvt. Ltd. CY 11.59 11.59
PY Nil Nil
(c) None of the loanee and loanees of subsidiary companies have per se made Investments in the shares of the Company.
Notes forming part of the Financial Statements for the year ended 31st March, 2017
170
Notes forming part of the Financial Statements for the year ended 31st March, 2017
47 Items of Expenditure in the Statement of Profit and Loss include reimbursements for common sharing facilities to and by the Company.
48 PURSUANT TO IND AS 31 – FINANCIAL REPORTING OF INTERESTS IN JOINT VENTURE, THE DISCLOSURES RELATING TO THE JOINT VENTURES ARE AS FOLLOWS :
(a) Jointly Controlled Assets The Company jointly with other parties to the joint venture, have been awarded two onshore oil & gas blocks at Palej
and Assam by Government of India through NELP-VI bidding round, has entered into Production Sharing Contracts (PSC) with Ministry of Petroleum and Natural Gas for exploration of oil and gas in the aforesaid blocks. Naftogaz India Pvt. Ltd.(NIPL) being one of the parties to consortium was appointed as operator of the blocks vide Joint Operating Agreements (JOAs) entered into between parties to consortium. The expenditures related to the activities in the blocks were incurred by Adani Group, Welspun Group or through its joint venture Adani Welspun Exploration Ltd.
The details of the blocks are stated below:
(H in Crores)Jointly Controlled Assets Company’s Participating
Interest %Other Partners Other Partner’s
Participating Interest %CB-ONN-2004/5 Block Palej 55% Welspun Natural Resources Ltd. 35%
NAFTOGAZ India Pvt. Ltd. 10%
Government of India has issued a notice intimating the termination of the Production Sharing Contracts (PSCs) in respect of the Assam and Palej blocks purportedly due to misrepresentation made by the operator of the blocks - NIPL. The Company has contested the termination and in accordance with the provisions of the PSC has urged the Government to allow it to continue the activities in Palej block.
The financial statements of the Company reflect its share of Assets and Liabilities of the jointly controlled assets which are accounted on a line to line basis with similar items in the Company’s accounts to the extent of participating interest of the Company as per the various joint venture agreements, in compliance of Ind AS 31. The summary of the Company’s share in Assets & Liabilities of unincorporated joint ventures are as follow:
(H in Crores)Particulars CB-ONN-2004/5-Palej
As at 31st March, 2017
As at 31st March, 2016
Property, Plant & Equipment 0.08 0.08Capital Work in Progress 94.64 94.79Intangible Assets 0.69 0.69Other Current Assets * *Cash & Cash Equivalents * *Other Non-Current Assets 0.01 0.01
95.43 95.58Capital Contributions 92.84 92.99Other Current Liabilities 2.59 2.59
95.43 95.58
(*Denotes amount less than H50,000)
171
Adani Enterprises Limited 25th Annual Report 2016-17
Notes forming part of the Financial Statements for the year ended 31st March, 2017
(b) Jointly Controlled Entities The Company has a Joint Venture interest in Adani Elbit Advanced Systems India Limited, companies incorporated
under the Companies Act, 2013. As on 31st March, 2017, the Company has invested a sum of H0.01 Crores.
The Proportionate share of assets, liabilities , income & expenditure, contingent liabilities and capital commitments of the Joint Ventures are as given below:
(H in Crores)Particulars Adani Elbit Advanced
Systems India Ltd.Country of Incorporation India% of ownership interest 51%
2016-17 2015-16Liabilities 0.43 - Assets 0.01 - Income - - Expenditure 0.43 - Profit/(Loss) for the year (0.43) - Contingent Liabilities - - Capital Commitments - -
48 PURSUANT TO IND AS 31 – FINANCIAL REPORTING OF INTERESTS IN JOINT VENTURE, THE DISCLOSURES RELATING TO THE JOINT VENTURES ARE AS FOLLOWS : (CONTD.)
49 EXPENSES DIRECTLY ATTRIBUTABLE TO CONSTRUCTION PERIOD
The following expenses including borrowing cost which are specifically attributable to construction of project are included in capital work-in-progress (CWIP):
(H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016Opening Balance 267.10 263.91 Add: Employee Benefits Expense 1.00 - Finance costs 12.87 12.10 Operating and Other Expenses 1.45 0.09
282.42 276.10 Less: Other Income 8.32 9.00
274.10 267.10 Less: Capitalised during the year 20.77 - Closing Balance 253.33 267.10
50 EARNING PER SHAREParticulars For the year ended
31st March, 2017For the year ended 31st March, 2016
Net Profit after tax available for Equity Shareholders (H in Crores) 221.64 520.11 Weighted Average Number of shares used in computing Earnings Per ShareBasic & Diluted 1,09,98,10,083 1,09,98,10,083Earnings Per Share (face value H1/- each)Basic & Diluted (in H) 2.02 4.73
172
Notes forming part of the Financial Statements for the year ended 31st March, 2017
51 Details of loans given, Investments made and Guarantee given or security provided covered u/s 186 (4) of the Companies Act, 2013 are given under respective heads (refer Note 45 and 46).
52 CORPORATE SOCIAL RESPONSIBILITY As per Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) committee has been formed by the
Company. The CSR activities of the Company are generally being carried out through Adani Foundation a Charitable Trust set up by the Group, whereby funds are allocated from the Company. The Charitable Trust carries out the CSR activities as specified in Schedule VII of the Companies Act, 2013 on behalf of the Company. During the year, the Company is not required to spend any amount as per the provisions of Section 135 of the Companies Act, 2013.
53 As per Ind AS 108, " Operating Segments", if a single financial report contains both Standalone financial statements and Consolidated financial statements of the Company, segment information may be presented only on the basis of Consolidated Financial Statements of the Company. Hence, the required segment information has been appended in the Consolidated Financial Statements.
54 The Board of Directors at its meeting held on 24th May, 2017 have recommended the payment of a final dividend of H0.40 per equity share of the face value of H1 each for financial year 2016-17. This proposed dividend is subject to approval of shareholders in the ensuing annual general meeting.
During the year ended 31st March, 2016, the Company had declared and paid interim dividend of H0.40 per equity share of H1 each.
55 APPROVAL OF FINANCIAL STATEMENTS The financial statements were approved for issue by the board of directors on 24th May, 2017.
56 Previous year's figure have been regrouped / reclassified wherever necessary, to confirm to current year's classification / disclosure.
As per our attached report of even date For and on behalf of the Board
For DHARMESH PARIKH & CO., GAUTAM S. ADANI RAJESH S. ADANIChartered Accountants Chairman Managing DirectorFirm Registration Number : 112054W DIN : 00006273 DIN : 00006322
ANUJ JAIN AMEET H. DESAI JATIN JALUNDHWALAPartner Executive Director and CFO Company Secretary &Membership No. 119140 DIN : 00007116 Sr. Vice President (Legal)
Place : Ahmedabad Place : AhmedabadDate : 24th May, 2017 Date : 24th May, 2017
173
Adani Enterprises Limited 25th Annual Report 2016-17
Independent Auditor’s Report
To the Members ofADANI ENTERPRISES LIMITED
Report on the Consolidated Ind AS Financial StatementsWe have audited the accompanying consolidated Ind AS Financial Statements of Adani Enterprises Limited (hereinafter referred to as “the Holding Company”), its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”), its associates and jointly controlled entities, comprising of the consolidated Balance Sheet as at 31st March, 2017, the consolidated Statement of Profit and Loss including other comprehensive income, the consolidated Statement of Cash Flows and the consolidated Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as ‘the consolidated Ind AS Financial Statements’).
Management’s Responsibility for the Consolidated Ind AS Financial StatementsThe Holding Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these consolidated Ind AS Financial Statements that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated changes in equity of the Group, its associates and jointly controlled entities in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The respective Board of Directors of the companies included in the Group and of its associates and jointly controlled entities are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group, its associates and jointly controlled entities and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated Ind AS Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated Financial Statements by the Directors of the Holding Company.
Auditor’s ResponsibilityOur responsibility is to express an opinion on these consolidated Ind AS Financial Statements based on our audit.
While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated Ind AS Financial Statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated Ind AS Financial Statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated Ind AS Financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated Ind AS Financial Statements.
We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in paragraph (ii) & (iii) of the Other Matters below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated Ind AS Financial Statements.
OpinionIn our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors and read with our comments in sub-paragraphs (i) & (ii) of the Emphasis of Matter paragraph below, the aforesaid consolidated Ind AS Financial Statements give the information required by the
174
Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the consolidated financial position of the Group, its associates and jointly controlled entities as at 31st March, 2017, and their consolidated financial performance including other comprehensive income, their consolidated cash flows and the consolidated changes in equity for the year ended on that date.
Emphasis of Matter(i) We draw attention to Note No. 46(a)(n) of the
Consolidated Ind AS Financial Statements wherein one of the subsidiary company, Adani Energy Limited, has not provided for claim against it of H223.08 Crores (USD 34.40 Millions) considering the fact that the matter being sub-judice, it is not possible to determine the impact of the outcome at this stage. We have relied upon the Company’s representation that since the matter is being contested, no provision is considered necessary.
(ii) Inclusion of capital advance by one of the subsidiary company, Adani Power Dahej Limited, to a collaborator company for purchase of land. Due to cancellation of the deal, recovery of an amount of H8.70 Crores is due for which the matter is under litigation against which the Company is in receipt of favourable order dated 7th November, 2014 from Ahmedabad City Civil Court. However the collaborator company has filed a restoration application against the said order. We have relied upon the Company’s representation that the dues are fully recoverable and hence no provision is considered necessary.
The above include matters wherein the auditors of the respective subsidiary companies have invited attention of the members of the respective subsidiary companies.
Our opinion is not modified in respect of these matters.
Other Matters(i) The consolidated financial statements include the
Group’s proportionate share in jointly controlled assets of H178.76 Crores and liabilities of H0.08 Crores in respect of 3 Unincorporated Joint Ventures not operated by the Group, which is based on unaudited statements which have been certified by the management and relied upon by us.
(ii) The accompanying consolidated financial statements include Financial Statements of 44 subsidiaries which reflect total assets of H27,549.10 Crores as at 31st March, 2017 and total revenues of H27,935.36 Crores and Net
Profit after tax (after adjusting minority interest and other comprehensive income) of H582.67 Crores for the year then ended, which have been audited by other auditors whose Financial Statements, other financial information and auditor’s reports have been furnished to us by the management. Our opinion on the consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on the reports of such other auditors.
(iii) The accompanying consolidated financial results include the Group’s share of Net Loss after tax of H3.30 Crores for the year ended on that date, in respect of 2 Joint Ventures and 3 Associates, which have been audited by other auditors, whose Financial Statements, other financial information and auditor’s reports have been furnished to us by the management. Our opinion on the consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respect of these entities is based solely on the reports of such other auditors.
(iv) The accompanying consolidated financial results include Financial Statements of 14 subsidiaries which reflect total assets of H13.11 Crores as at 31st March, 2017 and total revenues of HNil and Net Loss after tax (after adjusting minority interest and other comprehensive income) of H15.34 Crores for the year then ended whose Financial Statements are unaudited and have been furnished to us by the Management and our opinion on the consolidated Financial Statements in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on such unaudited Financial Statements.
(v) The accompanying consolidated financial results include the Group’s share of Net Profit after tax of H18.32 Crores for the year ended on that date, in respect of 1 Joint Venture and 2 associates whose Financial Statements are unaudited and have been furnished to us by the Management and our opinion on the consolidated Financial Statements in so far as it relates to the amounts and disclosures included in respect of these entities is based solely on such unaudited Financial Statements.
Our opinion on the consolidated Ind AS Financial Statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the Financial Statements certified by the Management.
175
Adani Enterprises Limited 25th Annual Report 2016-17
Report on Other Legal and Regulatory Requirements1. As required by sub Section (3) of Section 143 of the Act,
based on our audit and on the consideration of reports of the other auditors on the separate Financial Statements of subsidiaries, associates and jointly controlled entities, we report, to the extent applicable, that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the aforesaid consolidated Financial Statements;
(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated Financial Statements have been kept so far as it appears from our examination of those books and the reports of the other auditors;
(c) The consolidated Balance Sheet, consolidated Statement of Profit and Loss, consolidated Cash Flow Statement and consolidated Statement of Changes in Equity dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the consolidated Ind AS Financial Statements;
(d) In our opinion, the aforesaid consolidated Ind AS Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) The matters as described under the emphasis of matter paragraph, in our opinion, may have an effect on the functioning of the Holding Company;
(f) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2017 taken on record by the Board of Directors of the Holding Company, none of the directors of the Holding Company are disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act;
(g) The internal financial control over financial reporting is not applicable to the foreign subsidiaries of the Holding Company. With respect to the adequacy of the internal financial controls over financial reporting of the Holding Company and the operating effectiveness of such controls, refer to our separate report in “Annexure A”;
(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the report of the other auditors, as noted in the ‘Other Matters’ paragraph:
i. The consolidated Ind AS Financial Statements disclose the impact of pending litigations on its consolidated financial position of the Group, its associates and jointly controlled entities – Refer Note 46 to the consolidated Ind AS Financial Statements;
ii. Provision has been made in the consolidated Ind AS Financial Statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts – Refer Note 39 to the consolidated Ind AS Financial Statements in respect of such items as it relates to the Group, its associates and jointly controlled entities;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company, its subsidiaries, associates and jointly controlled entities incorporated in India.
iv. The Company has provided requisite disclosures in its consolidated Ind AS Financial Statements (vide Note no. 15 to consolidated Ind AS Financial Statements) as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016 and these are in accordance with the books of accounts maintained by the Company. We have relied on the management representation for disclosure of denomination wise details
For DHARMESH PARIKH & CO. Chartered Accountants Firm Reg. No. 112054W
ANUJ JAINPlace : Ahmedabad PartnerDate : 24th May 2017 Membership No. 119140
176
Report on the Internal Financial Controls under Clause i of sub-Section 3 of Section 143 of the Companies Act, 2013 (the Act).
(Referred to in paragraph 1 (g) of our Report of even date)
We have audited the internal financial controls over financial reporting of the Adani Enterprises Limited (the Holding Company) as of 31st March, 2017 in conjunction with our audit of the consolidated Ind AS Financial Statements of the Company as of and for the year ended on that date.
Management’s Responsibility for Internal Financial ControlsThe Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ‘Guidance Note’) issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Holding Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditor’s ResponsibilityOur responsibility is to express an opinion on the Holding Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial
controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated Ind AS Financial Statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Holding Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial ReportingA company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that:
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Financial Statements.
Annexure “A” to the Independent Auditor’s Report on the Consolidated Ind AS Financial Statements
177
Adani Enterprises Limited 25th Annual Report 2016-17
Inherent Limitations of Internal Financial Controls over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
OpinionIn our opinion, the Holding Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st
March, 2017, based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.
For DHARMESH PARIKH & CO. Chartered Accountants Firm Reg. No. 112054W
ANUJ JAINPlace : Ahmedabad PartnerDate : 24th May 2017 Membership No. 119140
178
Consolidated Balance Sheet as at 31st March, 2017 (H in Crores)
Particulars NotesAs at
31st March, 2017As at
31st March, 2016As at
1st April, 2015ASSETSI Non-Current Assets
(a) Property, Plant & Equipment 4 10,263.86 7,024.76 4,283.73 (b) Capital Work-In-Progress 5 7,730.94 7,704.94 5,277.53 (c) Investment Properties 6 36.62 37.52 35.87 (d) Goodwill 79.66 80.38 79.68 (e) Other Intangible Assets 4 3,288.39 3,368.16 3,189.95 (f) Financial Assets
(i) Investments 7 944.99 736.40 681.31 (ii) Loans 8 975.94 7.84 4,463.35 (iii) Other Financial Assets 9 821.32 419.50 338.47
(g) Income Tax Assets 202.13 170.17 126.96 (h) Deferred Tax Assets 10 487.63 405.04 336.36 (i) Other Non-Current Assets 11 699.25 464.70 353.21
25,530.73 20,419.41 19,166.42 II Current Assets
(a) Inventories 12 1651.90 1299.78 1166.65(b) Financial Assets
(i) Investments 13 96.76 31.03 32.29 (ii) Trade Receivables 14 12,741.75 10,187.46 13,258.89 (iii) Cash & Cash Equivalents 15 996.58 966.24 1,127.45 (iv) Other Balances with Banks 16 718.51 573.26 406.09 (v) Loans 17 3,935.07 6,549.02 4,938.76 (vi) Other Financial Assets 18 429.68 357.05 157.54
(c) Other Current Assets 19 1,588.43 1,372.84 1,355.52 22,158.68 21,336.68 22,443.19
Total Assets 47,689.41 41,756.09 41,609.61 EQUITY AND LIABILITIESEQUITY
(a) Equity Share Capital 20 109.98 109.98 109.98 (b) Other Equity 14,025.99 13,267.63 11,928.48
Equity attributable to owners of the Company 14,135.97 13,377.61 12,038.46 (c) Non Controlling Interests 562.25 85.23 98.42 Total Equity 14,698.22 13,462.84 12,136.88
LIABILITIESI Non-Current Liabilities
(a) Financial Liabilities(i) Borrowings 21 9,173.32 7,009.04 4,995.18 (ii) Other Financial Liabilities 22 1,351.60 1,033.27 464.22
(b) Provisions 23 43.90 43.58 38.34 (c) Deferred Tax Liabilities 10 77.93 76.71 64.52 (d) Other Non-Current Liabilities 24 117.46 159.37 8.06
10,764.21 8,321.97 5,570.32 II Current Liabilities
(a) Financial Liabilities(i) Borrowings 25 10,679.88 11,005.99 13,983.55 (ii) Trade Payables 26 8,555.03 5,346.57 6,745.04 (iii) Other Financial Liabilities 27 1,805.19 2,276.27 2,358.98
(b) Other Current Liabilities 28 1,116.30 1,263.20 621.37 (c) Provisions 29 37.99 39.64 124.10 (d) Income Tax Liabilities 32.59 39.61 69.37
22,226.98 19,971.28 23,902.41 Total Equity and Liabilities 47,689.41 41,756.09 41,609.61 Summary of significant accounting policies 2
The accompanying notes are an integral part of the financial statements.
As per our attached report of even date For and on behalf of the Board
For DHARMESH PARIKH & CO., GAUTAM S. ADANI RAJESH S. ADANIChartered Accountants Chairman Managing DirectorFirm Registration Number : 112054W DIN : 00006273 DIN : 00006322
ANUJ JAIN AMEET H. DESAI JATIN JALUNDHWALAPartner Executive Director and CFO Company Secretary &Membership No. 119140 DIN : 00007116 Sr. Vice President (Legal)
Place : Ahmedabad Place : AhmedabadDate : 24th May, 2017 Date : 24th May, 2017
179
Adani Enterprises Limited 25th Annual Report 2016-17
The accompanying notes are an integral part of the financial statements.
As per our attached report of even date For and on behalf of the Board
For DHARMESH PARIKH & CO., GAUTAM S. ADANI RAJESH S. ADANIChartered Accountants Chairman Managing DirectorFirm Registration Number : 112054W DIN : 00006273 DIN : 00006322
ANUJ JAIN AMEET H. DESAI JATIN JALUNDHWALAPartner Executive Director and CFO Company Secretary &Membership No. 119140 DIN : 00007116 Sr. Vice President (Legal)
Place : Ahmedabad Place : AhmedabadDate : 24th May, 2017 Date : 24th May, 2017
Consolidated Statement of Profit and Loss for the year ended 31st March, 2017 (H in Crores)
Particulars NotesFor the year ended 31st March, 2017
For the year ended 31st March, 2016
I. Revenue from Operations 30 37,313.70 34,008.38 II. Other Income 31 742.74 1,122.28 III. Total Revenue (I + II) 38,056.44 35,130.66 IV. Expenses
Cost of Materials Consumed 32 501.35 635.49 Purchases of Stock-in-Trade 30,684.25 27,560.32 Changes in Inventories of Finished Goods and Stock-in-Trade 33 4.56 226.21 Employee Benefit Expenses 34 538.94 527.92 Finance Costs 35 1,572.74 1,356.99 Depreciation, Amortisation & Impairment 4 640.00 314.45 Operating and Other Expenses 36 3,236.95 3,391.67 Total Expenses 37,178.79 34,013.05
V. Profit before Exceptional items and tax (III-IV) 877.65 1,117.61 VI. Add/(Less) : Exceptional items 37 26.95 (61.83)VII. Profit for the year before tax 904.60 1,055.78 VIII. Tax Expense: 10
Current Tax 176.83 137.90 Adjustment for Earlier Years 3.68 19.65 Deferred Tax (including MAT) (83.63) (79.61)Total Tax Expense 96.88 77.94
IX. Profit for the year before Share in Joint Ventures & Associates (VII - VIII) 807.72 977.84 Add : Share of Profit in Joint Ventures & Associates 117.53 21.99
X. Net Profit for the year 925.25 999.83 XI. Other Comprehensive Income
Item that will not be reclassified to Consolidated Statement of Profit & Loss(i) Remeasurement of employee benefit obligations (2.23) (1.91)(ii) Income tax relating to the above item 0.39 0.66
(1.84) (1.25)Item that will be reclassified to Consolidated Statement of Profit & Loss(i) Exchange differences on translation of financial statements of foreign
subsidiaries (230.52) 495.00
(ii) Income tax relating to the above item - - (230.52) 495.00
Other Comprehensive Income for the year, net of income tax (232.36) 493.75 XII. Total Comprehensive Income for the Year (X + XI) 692.89 1,493.58
Net Profit attributable to : Owners of the Company 987.74 1,010.72 Non Controlling Interests (62.49) (10.89)
925.25 999.83 Other Comprehensive Income attributable to : Owners of the Company (232.48) 493.74 Non Controlling Interests 0.12 0.01
(232.36) 493.75 Total Comprehensive Income attributable to : Owners of the Company 755.26 1,504.46 Non Controlling Interests (62.37) (10.88)
692.89 1,493.58 XIII. Earning per Equity Share of H1/- each
- Basic & Diluted 48 8.98 9.19 Summary of significant accounting policies 2
180
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es
Othe
r Cap
ital
Rede
mpt
ion
Rese
rve
Bala
nce
as a
t 1st
Apr
il, 2
015
1,181
.72
8,21
0.78
10,2
32.3
94,
475.
9226
7.20
1,310
.35
(214
.39)
357.
10(1
.62)
3.34
2.20
0.53
25,8
25.5
24,
101.
8529
,927
.37
Less
: O
n ac
coun
t of s
chem
e of
ar
rang
emen
t(7
67.2
1)(7
,228
.14)
(1,14
0.97
)(4
,401
.04)
(205
.67)
(0.4
4)15
2.01
(299
.51)
-(3
.34)
(2.2
0)(0
.53)
(13,
897.
04)
(4,0
03.4
3)(1
7,90
0.47
)
Adju
sted
Bal
ance
as
at 1
st A
pril,
201
541
4.51
982.
649,
091.
4274
.88
61.5
31,3
09.9
1(6
2.38
)57
.59
(1.6
2)-
--
11,9
28.4
898
.42
12,0
26.9
0
Profi
t for
the
year
--
1,010
.72
--
--
--
--
-1,0
10.7
2(1
0.89
)99
9.83
Oth
er C
ompr
ehen
sive
Inco
me
for t
he
year
--
(1.2
5)-
-49
4.99
--
--
--
493.
740.
0149
3.75
Tota
l Com
preh
ensi
ve In
com
e fo
r the
ye
ar-
-1,0
09.4
7-
-49
4.99
--
--
--
1,504
.46
(10.
88)
1,493
.58
Div
iden
ds p
aid
--
(197
.96)
--
--
--
--
-(1
97.9
6)-
(197
.96)
Tax
on D
ivid
end
(net
of c
redi
t)-
-(1
0.49
)-
--
--
--
--
(10.
49)
-(1
0.49
)
Tran
sact
ion
with
Ow
ners
in th
eir
capa
city
as
Ow
ners
, rec
orde
d di
rect
ly
in E
quity
--
(208
.45)
--
--
--
--
-(2
08.4
5)-
(208
.45)
Tran
sfer
to G
ener
al R
eser
ve10
.00
-(1
0.00
)-
--
--
--
--
--
-
Tran
sfer
to R
etai
ned
Earn
ings
on
rede
mpt
ion
of d
eben
ture
s-
-57
.59
--
--
(57.
59)
--
--
--
-
Tran
sfer
to S
tate
men
t of P
rofit
& L
oss
durin
g th
e ye
ar-
--
--
-54
.55
-1.2
6-
--
55.8
1-
55.8
1
On
acco
unt o
f con
solid
atio
n ad
just
men
ts-
-(1
3.47
)-
--
--
--
--
(13.
47)
(2.3
1)(1
5.78
)
On
acco
unt o
f am
alga
mat
ion
durin
g th
e ye
ar-
-33
.19-
1.93
--
--
--
-35
.12-
35.12
Issu
e of
Cor
pora
te G
uara
ntee
s fo
r Gr
oup
Com
pani
es(3
4.32
)-
--
--
--
--
--
(34.
32)
-(3
4.32
)
Bala
nce
as a
t 31s
t Mar
ch, 2
016
390.
1998
2.64
9,95
9.75
74.8
863
.46
1,804
.90
(7.8
3)-
(0.3
6)-
--
13,2
67.6
385
.23
13,3
52.8
6
181
Adani Enterprises Limited 25th Annual Report 2016-17
B. O
ther
Equ
ity
(H in
Cro
res)
Parti
cula
rs
Attr
ibut
able
to th
e ow
ners
of t
he C
ompa
nyNo
n Co
ntro
lling
In
tere
sts
Tota
l
Rese
rves
and
Sur
plus
Tota
l Oth
er
Equi
ty
attr
ibut
able
to
owne
rs o
f the
Co
mpa
ny
Gene
ral
Rese
rve
Secu
ritie
s Pr
emiu
m
Rese
rve
Reta
ined
Ea
rnin
gsCa
pita
l Re
serv
e on
Co
nsol
idat
ion
Amal
gam
atio
n Re
serv
eFo
reig
n Cu
rrenc
y Tr
ansla
tion
Rese
rve
Fore
ign
Curre
ncy
Mon
etar
y Ite
m
Tran
slatio
n Re
serv
e
Debe
ntur
e Re
dem
ptio
n Re
serv
e
Hedg
e Re
serv
eGo
vern
men
t Gr
ants
Initi
al
Cont
ribut
ion
for S
ervic
es
Othe
r Cap
ital
Rede
mpt
ion
Rese
rve
Bala
nce
as a
t 1st
Apr
il, 2
016
390.
1998
2.64
9,95
9.75
74.8
863
.46
1,804
.90
(7.8
3)-
(0.3
6)-
--
13,2
67.6
385
.23
13,3
52.8
6
Profi
t for
the
year
--
987.
74-
--
--
--
--
987.
74(6
2.49
)92
5.25
Oth
er C
ompr
ehen
sive
Inco
me
--
(1.9
5)-
-(2
30.8
9)-
-0.
36-
--
(232
.48)
0.12
(232
.36)
Tota
l Com
preh
ensi
ve In
com
e fo
r the
ye
ar-
-98
5.79
--
(230
.89)
--
0.36
--
-75
5.26
(62.
37)
692.
89
Tran
sfer
to S
tate
men
t of P
rofit
& L
oss
durin
g th
e ye
ar-
--
--
-7.
83-
--
--
7.83
-7.
83
Tran
sfer
to G
ener
al R
eser
ve10
.00
-(1
0.00
)-
--
--
--
--
--
-
On
acco
unt o
f con
solid
atio
n ad
just
men
ts-
-(4
.73)
--
--
--
--
-(4
.73)
-(4
.73)
Tran
sfer
/ is
sue
of S
hare
s to
Non
Co
ntro
lling
Inte
rest
s-
--
--
--
--
--
--
539.
3953
9.39
Bala
nce
as a
t 31s
t Mar
ch, 2
017
400.
1998
2.64
10,9
30.8
174
.88
63.4
61,5
74.0
1-
--
--
-14
,025
.99
562.
2514
,588
.24
Con
solid
ated
Sta
tem
ent
of C
hang
es in
Equ
ity
for
the
year
end
ed 3
1st
Mar
ch, 2
017
The
acco
mpa
nyi
ng
not
es a
re a
n in
tegr
al p
art
of t
he
fin
anci
al s
tate
men
ts.
As
per
our
atta
ched
rep
ort
of e
ven
dat
e Fo
r an
d on
beh
alf
of t
he
Boa
rd
For
DH
AR
ME
SH
PA
RIK
H &
CO
.,
GA
UTA
M S
. AD
AN
I R
AJE
SH
S. A
DA
NI
Ch
arte
red
Acc
oun
tan
ts
Ch
airm
an
Man
agin
g D
irec
tor
Firm
Reg
istr
atio
n N
um
ber
: 112
054
W
DIN
: 0
00
06
273
DIN
: 0
00
06
322
AN
UJ
JAIN
A
ME
ET
H. D
ES
AI
JATI
N J
ALU
ND
HW
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Par
tner
E
xecu
tive
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ecto
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ecre
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rsh
ip N
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DIN
: 0
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16
Sr.
Vic
e P
resi
den
t (L
egal
)
Pla
ce :
Ah
med
abad
Pla
ce :
Ah
med
abad
Dat
e :
24th
May
, 20
17
D
ate
: 2
4th
May
, 20
17
182
Consolidated Cash Flow Statement for the year ended 31st March, 2017(H in Crores)
Particulars For the year ended 31st March, 2017
For the year ended 31st March, 2016
A. CASH FLOW FROM OPERATING ACTIVITIESNet Profit Before Tax 904.60 1,055.78 Adjustments for :
Depreciation, Amortisation & Impairment 640.00 314.45 Dividend Income from Non Current Investments - (174.51)Dividend Income from Current Investments (3.78) (2.65)Loss from Partnership Firm - 0.01 Gain on Sale of Investments (14.12) (6.31)Loss on Sale of Assets (net) 9.18 0.64 Bad Debts / Provision for Doubtful Debts & Advances 28.48 (7.45)Liabilities no longer required written back (5.94) (8.95)Foreign Currency Monetary Item Translation Difference Account 7.83 54.55 Unrealised Exchange Rate Difference (128.15) (95.50)Exceptional Items (26.95) 61.83 Finance Costs 1,572.74 1,356.99 Interest Income (637.60) (773.98)
Operating Profit before Working Capital Changes 2,346.29 1,774.90 Adjustments for :
Trade Receivables & Other Financial Assets (3,953.24) 2,818.10 Inventories (352.12) (133.13)Other Current & Non-Current Assets (222.12) 8.54 Other Current & Non-Current Liabilities (188.81) 793.14 Trade Payables, Other Financial Liabilities & Provisions 3,401.00 80.97
Cash Generated from Operations 1,031.00 5,342.52 Direct Taxes paid (net) (219.50) (230.51)Net Cash from Operating Activities (A) 811.50 5,112.01
B. CASH FLOW FROM INVESTING ACTIVITIESCapital Expenditure on Property, Plant & Equipments, Intangible Assets and Investment Properties (after adjustment of increase / decrease of Capital Work-in-Progress and Advances)
(4,167.12) (5,920.14)
Payment towards Acquisition of Stake in Subsidiary - (52.35)Additional Investment in Joint Ventures (72.81) (40.20)Receipt from Divestment of Stake in Subsidiary - 45.30 Proceeds from Sale of Property, Plant & Equipments 20.19 30.12 Loans to Others (net) 2,533.24 2,845.25 Investments in Other Bank Deposits (net) (145.25) (167.16)Sale / (Purchase) of Current Investments (net) (51.71) 7.57 Dividend from Current Investments 3.78 2.65 Dividend Income from Non Current Investments - 174.51 Interest Received 651.03 754.29 Net Cash used in Investing Activities (B) (1,228.65) (2,320.16)
183
Adani Enterprises Limited 25th Annual Report 2016-17
Consolidated Cash Flow Statement for the year ended 31st March, 2017(H in Crores)
Particulars For the year ended 31st March, 2017
For the year ended 31st March, 2016
C. CASH FLOW FROM FINANCING ACTIVITIESProceeds from Long Term Borrowings 4,266.44 4,771.93 Repayment of Long Term Borrowings (2,220.75) (3,540.45)Proceeds / (Repayment) from Short Term Borrowings (net) (326.11) (2,977.56)Transfer / Issue of shares to Non Controlling Interests 539.39 - Finance Costs paid (1,580.59) (1,493.52)Dividends paid (Including Dividend Tax) - (208.45)Net Cash from / (used in) Financing Activities (C) 678.38 (3,448.05)
D. OTHERSExchange Difference arising on conversion taken to Foreign Currency Translation Reserve
(230.89) 494.99
Net Cash Flow from Others (D) (230.89) 494.99
Net Increase / (Decrease) in Cash and Cash Equivalents (A+B+C+D) 30.34 (161.21)Cash and Cash Equivalents at the beginning of the year 966.24 1,127.45 Cash and Cash Equivalents at end of the year 996.58 966.24 Cash and Cheques on Hand 17.82 0.95 Balances with Scheduled Banks - On Current Accounts 575.24 375.50 - On Fixed Deposit Accounts - (original maturity less than three months) 403.52 589.79 Cash and Cash Equivalents 996.58 966.24 Summary of significant accounting policies Note 2
The accompanying notes are an integral part of the financial statements.
Note:1 The cash flow statement has been prepared under the indirect method as set out in Indian Accounting Standard
(Ind AS 7) Statement of Cash Flows.
As per our attached report of even date For and on behalf of the Board
For DHARMESH PARIKH & CO., GAUTAM S. ADANI RAJESH S. ADANIChartered Accountants Chairman Managing DirectorFirm Registration Number : 112054W DIN : 00006273 DIN : 00006322
ANUJ JAIN AMEET H. DESAI JATIN JALUNDHWALAPartner Executive Director and CFO Company Secretary &Membership No. 119140 DIN : 00007116 Sr. Vice President (Legal)
Place : Ahmedabad Place : AhmedabadDate : 24th May, 2017 Date : 24th May, 2017
184
1 CORPORATE INFORMATION
Adani Enterprises Limited (‘the Company’, ‘AEL’) is a listed public company domiciled in India and incorporated under the provisions of the Companies Act, 1956, having its registered office at “Adani House”, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380009, Gujarat, India. Its shares are listed on the Bombay Stock Exchange and National Stock Exchange. AEL along with its subsidiaries and other group companies (“Adani Group”) is a global integrated infrastructure player with businesses spanning coal trading, coal mining, oil & gas exploration, ports, multi-modal logistics, power generation & transmission, gas distribution and edible oil & agro commodities.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Preparation & Presentation of Financial Statements
i) Statement of Compliance The consolidated financial statements of the Group have been prepared in accordance with Indian Accounting
Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015. The Group has adopted Ind AS with effect from April 1, 2016 in accordance with the notification issued by the Ministry of Corporate Affairs.
For all periods up to and including the year ended 31st March, 2016, the Group had prepared its financial statements in accordance with Accounting Standards notified under the Section 133 of the Companies Act, 2013, read together with Rule 7 of the Companies (Accounts) Rules, 2014 (‘Previous GAAP’).
These consolidated financial statements are the first consolidated financial statements of the Group under Ind AS. The date of transition to Ind AS is April 1, 2015. Previous year numbers in the consolidated financial statements have been restated as per Ind AS. Refer note 3 for information on how the transition from Previous GAAP to Ind AS has affected the previously reported consolidated financial position, consolidated financial performance and consolidated cash flows.
ii) Basis of Measurement The consolidated financial statements have been prepared on the historical cost basis except for certain financial
instruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the market participants at the measurement date.
iii) Principles of Consolidation The consolidated financial statements comprise the financial statements of the Company, its subsidiaries and equity
accounting of its investment in associates and joint ventures.
Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. If a member of the group uses accounting policies other than those adopted in the consolidated financial statements, appropriate adjustments are made to that group member’s financial statements in preparing the consolidated financial statements to ensure conformity with the group’s accounting policies.
The financial statements of all entities used for the purpose of consolidation are drawn up to same reporting date as that of the parent company. When the end of the reporting period of the parent is different from that of a subsidiary, joint venture or associate, the respective entity prepares, for consolidation purposes, additional financial information as of the same date as the financial statements of the parent to enable the parent to consolidate the financial information of the said entity, unless it is impracticable to do so.
The consolidated financial statements have been prepared on the following basis.
Subsidiaries Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed,
or has rights, to variable returns from its power and involvement with the investee and has the ability to affect those returns through its power over the investee.
Subsidiaries are considered for consolidation when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Subsidiaries have been consolidated on a line-by-line basis by adding together the book values of the like items of assets, liabilities, equity, income and expenses. Intercompany transactions, balances and unrealised gains resulting on intra-group transactions are eliminated in full. Unrealised losses resulting
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
185
Adani Enterprises Limited 25th Annual Report 2016-17
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
from intra-group transactions are eliminated in arriving at the carrying amount of assets unless transaction provides an evidence of impairment of transferred asset.
Non-controlling interests represent the portion of profit or loss and net assets not held by the Group and are presented separately in the Statement of Profit and Loss and consolidated Balance Sheet, separately from parent shareholders’ equity, profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.
Associates and Joint Ventures - Equity Accounting An associate is an entity over which the Group has significant influence. Significant influence is the power to
participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
The results and assets and liabilities of associates and joint ventures are incorporated in the consolidated financial statements using the equity method of accounting. Under the equity method, an investment in an associate or a joint venture is initially recognised at cost and adjusted thereafter to recognise the Group’s share of post acquisition profits or losses and that of other comprehensive income of the associate or joint venture. Distributions received from an associate or a joint venture reduce the carrying amount of the investment. Unrealised gains and losses resulting from transactions between the Group and the joint venture are eliminated to the extent of the interest in the joint venture.
After application of the equity method, at each reporting date, the Group determines whether there is objective evidence that the investment in the associate or joint venture is impaired. If there exists such evidence, the Group determines extent of impairment and then recognises the loss in the Statement of Profit and Loss.
Upon loss of significant influence over the associate or joint control over the joint venture, the Group measures and recognises any retained investment at its fair value. Any difference between the carrying amount of the associate or the joint venture and the fair value of the retained investment and proceeds from disposal is recognised in profit and loss.
The list of Companies / Firms included in consolidation, relationship with the Company and shareholding therein is as under. The reporting date for all the entities is 31st March, 2017 except otherwise specified.
Sr. No.
Name of Company / FirmCountry of
IncorporationRelationship
Shareholding as at31st March, 2017 31st March, 2016
1 Adani Global Ltd (AGL) Mauritius Subsidiary 100% by AEL 100% by AEL2 Adani Global FZE U.A.E. Subsidiary 100% by AGL 100% by AGL3 Adani Global Pte Ltd (AGPTE) Singapore Subsidiary 100% by AGL 100% by AGL4 PT Adani Global (PTAG) Indonesia Subsidiary 95% by AGPTE,
5% by AGL95% by AGPTE,
5% by AGL5 Adani Shipping Pte Ltd (ASPL) Singapore Subsidiary 100% by AGPTE 100% by AGPTE6 Adani Agri Fresh Ltd (AAFL) India Subsidiary 100% by AEL 100% by AEL7 Adani Agri Logistics Ltd (AALL) India Subsidiary 100% by AEL 100% by AEL8 Adani Energy Ltd India Subsidiary 100% by AEL 100% by AEL9 Parsa Kente Collieries Ltd India Subsidiary 74% by AEL 74% by AEL10 Adani Welspun Exploration Ltd (AWEL) India Subsidiary 65% by AEL 65% by AEL11 Adani Power Dahej Ltd India Subsidiary 100% by AEL 100% by AEL 12 Natural Growers Pvt Ltd India Subsidiary 100% by AEL 100% by AEL 13 Adani Gas Ltd (AGASL) India Subsidiary 100% by AGHL 100% by AEL14 Adani Pench Power Ltd India Subsidiary 100% by AEL 100% by AEL 15 Kutchh Power Generation Ltd India Subsidiary 100% by AEL 100% by AEL
186
Sr. No.
Name of Company / FirmCountry of
IncorporationRelationship
Shareholding as at31st March, 2017 31st March, 2016
16 Rahi Shipping Pte Ltd Singapore Subsidiary 100% by ASPL 100% by ASPL17 Vanshi Shipping Pte Ltd Singapore Subsidiary 100% by ASPL 100% by ASPL18 Mahaguj Power Ltd (MGPL) India Subsidiary 99.9% by AEL
0.1% by AIPL100% by AEL
19 PT Adani Global Coal Trading (PTAGCT) Indonesia Subsidiary 95% by AGPTE, 5 % by AGL
95% by AGPTE, 5 % by AGL
20 PT Coal Indonesia (PTCI) Indonesia Subsidiary 99.33% by PTAGL, 0.67% by PTAGCT
99.33% by PTAGL, 0.67% by PTAGCT
21 PT Mundra Coal (PTMC)(Liquidated w.e.f. 06.10.2016)
Indonesia Subsidiary - 99.33% by PTAGL, 0.67% by PTAGCT
22 PT Sumber Bara (PTSB) Indonesia Subsidiary 99.33% by PTAGL, 0.67% by PTAGCT
99.33% by PTAGL, 0.67% by PTAGCT
23 PT Energy Resources (PTER) Indonesia Subsidiary 99.33% by PTAGL, 0.67% by PTAGCT
99.33% by PTAGL, 0.67% by PTAGCT
24 PT Niaga Antar Bangsa (PTNAB) Indonesia Subsidiary 75% by PTSB, 25% by PTER
75% by PTSB, 25% by PTER
25 PT Niaga Lintas Samudra (PTNLS) Indonesia Subsidiary 75% by PTSB, 25% by PTER
75% by PTSB, 25% by PTER
26 PT Gemilang Pusaka Pertiwi (PT GPP) Indonesia Subsidiary 75% by PTNAB, 25% by PTNLS
75% by PTNAB, 25% by PTNLS
27 PT Hasta Mundra (PT HM) Indonesia Subsidiary 75% by PTNAB, 25% by PTNLS
75% by PTNAB, 25% by PTNLS
28 PT Lamindo Inter Multikon (PTLIM) Indonesia Subsidiary 75% by PTNAB, 25% by PTNLS
75% by PTNAB, 25% by PTNLS
29 PT Mitra Naiga Mulia (PT MNM) Indonesia Subsidiary 74.97% by PTLIM, 25.03% by PTNLS
74.97% by PTLIM, 25.03% by PTNLS
30 PT Suar Harapan Bangsa (PT SHB) Indonesia Subsidiary 75% by PTNAB, 25% by PTNLS
75% by PTNAB, 25% by PTNLS
31 PT Tambang Sejahtera Bersama (PT TSB)
Indonesia Subsidiary 75% by PTNAB, 25% by PTNLS
75% by PTNAB, 25% by PTNLS
32 Adani Mining Pty Ltd (AMPTY) Australia Subsidiary 100% by AGPTE 100% by AGPTE33 Adani Shipping (India) Pvt Ltd India Subsidiary 100% by AEL 100% by AEL34 Adani Gas Holdings Ltd (AGHL)
(Formerly known as Mundra LNG Ltd.)India Subsidiary 51% by MGPL,
49% ATWG LLP100% by AEL
35 Adani Murmugao Port Terminal Pvt Ltd India Associate - 26% by AEL36 Chendipada Collieries Pvt Ltd India Subsidiary 100% by AEL 100% by AEL37 Adani Bunkering Pte Ltd (ABPL)
(Merged with AGPTE w.e.f 01.01.2017)Singapore Subsidiary - 100% by AGL
38 Adani Bunkering Pvt Ltd India Subsidiary 100% by AGPTE 100% by ABPL39 Aanya Maritime Inc Panama Subsidiary 100% by ASPL 100% by ASPL40 Aashna Maritime Inc Panama Subsidiary 100% by ASPL 100% by ASPL41 Adani Minerals Pty Ltd Australia Subsidiary 90% by AGPTE
10% by AEL90% by AGPTE
10% by AEL42 AWEL Global Ltd U.A.E Subsidiary 100% by AWEL 100% by AWEL43 Adani Chendipada Mining Pvt Ltd India Subsidiary 100% by AEL 100% by AEL44 Adani Resources Pvt Ltd India Subsidiary 100% by AEL 100% by AEL45 Surguja Power Pvt Ltd India Subsidiary 100% by AEL 100% by AEL
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
187
Adani Enterprises Limited 25th Annual Report 2016-17
Sr. No.
Name of Company / FirmCountry of
IncorporationRelationship
Shareholding as at31st March, 2017 31st March, 2016
46 Adani Kandla Bulk Terminal Pvt Ltd India Associate - 26% by AEL47 Rajasthan Collieries Ltd India Subsidiary 74% by AEL 74% by AEL48 Galilee Transmission Holdings Pty Ltd
(GTHPL) Australia Subsidiary 100% by AMPTY 100% by AMPTY
49 Galilee Transmission Pty Ltd (GTPL) Australia Subsidiary 100% by GTHPL 100% by GTHPL50 Adani Synenergy Ltd India Subsidiary 100% by AEL 100% by AEL 51 Adani Agri Logistics (MP) Ltd India Subsidiary 100% by AALL 100% by AEL52 Galilee Transmission Holdings Trust Australia Subsidiary 100% by GTPL 100% by GTPL53 Jhar Mining Infra Pvt Ltd India Subsidiary 51% by AEL 100% by AEL54 Adani Agri Logistics (Harda) Ltd India Subsidiary 100% by AALL 100% by AEL55 Adani Agri Logistics (Hoshangabad)
Ltd India Subsidiary 100% by AALL 100% by AEL
56 Adani Agri Logistics (Satna) Ltd India Subsidiary 100% by AALL 100% by AEL57 Adani Agri Logistics (Ujjain) Ltd India Subsidiary 100% by AALL 100% by AEL58 Adani Agri Logistics (Dewas) Ltd India Subsidiary 100% by AALL 100% by AEL59 Adani Green Energy Ltd (AGEL) India Subsidiary 51% by AEL 51% by AEL60 Mundra Solar Technopark Pvt Ltd India Subsidiary 38.15% by AGTL,
25.10% by MSL, 25.10% by MSPVL
38.38% by AGEL, 25.25% by MSL,
25.25% by MSPVL61 Adani Green Energy (Tamilnadu) Ltd
(AGETL)India Subsidiary 100% by AGEL 100% by AGEL
62 Adani Renewable Energy Park Ltd (AREPL)
India Subsidiary 51% by ATCM LLP 100% by AGEL
63 Adani Defence Systems and Technologies Ltd (ADSTL)
India Subsidiary 100% by AEL 100% by AEL
64 Adani Renewable Energy Park (Gujarat) Ltd
India Subsidiary 100% by AREPL 100% by AREPL
65 Adani Infrastructure Pty Ltd Australia Subsidiary 100% by AGPTE 100% by AGPTE66 Adani Green Energy (MP) Ltd India Subsidiary 100% by AGEL 100% by AGEL 67 Adani Wind Energy (AP) Ltd
(formerly known as Adani Green Energy (Telangana) Ltd)
India Subsidiary 100% by AGEL 100% by AGEL
68 Adani Green Energy (UP) Ltd India Subsidiary 100% by AGEL 100% by AGEL 69 Kamuthi Solar Power Ltd India Subsidiary 100% by AGETL 100% by AGETL70 Ramnad Solar Power Ltd India Subsidiary 100% by AGETL 100% by AGETL71 Kamuthi Renewable Energy Ltd India Subsidiary 100% by AGETL 100% by AGETL72 Ramnad Renewable Energy Ltd India Subsidiary 100% by AGETL 100% by AGETL73 Mundra Solar Ltd (MSL) India Subsidiary 100% by AGTL 100% by AGEL74 Mundra Solar PV Ltd (MSPVL) India Subsidiary 100% by AGTL 100% by AGEL75 Prayatna Developers Pvt Ltd India Subsidiary 100% by AEL 100% by AEL76 Parampujya Solar Energy Pvt Ltd
(PSEPL)India Subsidiary 100% by AGEL 100% by AGEL
77 Rosepetal Solar Energy Pvt Ltd India Subsidiary 100% by AGEL 100% by AGEL78 Adani Wind Energy (Gujarat) Pvt Ltd
(formerly known as Duryodhana Developers Pvt Ltd)
India Subsidiary 100% by AGEL 100% by AGEL
79 Kilaj Solar (Maharashtra) Pvt Ltd India Subsidiary 100% by AGEL 100% by AGEL
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
188
Sr. No.
Name of Company / FirmCountry of
IncorporationRelationship
Shareholding as at31st March, 2017 31st March, 2016
80 Adani Green Technology Ltd (AGTL) (formerly known as Sami Solar (Gujarat) Pvt Ltd)
India Subsidiary 51% by ATRDC LLP 100% by AGEL
81 Wardha Solar (Maharashtra) Pvt Ltd India Subsidiary 100% by PSEPL 100% by AGEL82 Gaya Solar (Bihar) Pvt Ltd India Subsidiary 100% by AGEL 100% by AGEL83 Mahoba Solar (UP) Pvt Ltd India Subsidiary 100% by AGEL 100% by AGEL84 Adani Land Defence Systems and
Technologies LtdIndia Subsidiary 100% by ADSTL 100% by ADSTL
85 Adani Aero Defence Systems and Technologies Ltd
India Subsidiary 100% by ADSTL 100% by ADSTL
86 Adani Naval Defence Systems and Technologies Ltd
India Subsidiary 100% by ADSTL 100% by ADSTL
87 Talabira (Odisha) Mining Pvt Ltd. (Formerly known as Korba Clean Coal Pvt. Ltd.)
India Subsidiary 51% by AEL 100% by AEL
88 Adani Agri Logistics (Katihar) Ltd India Subsidiary 100% by AALL 100% by AALL89 Adani Agri Logistics (Kotkapura) Ltd India Subsidiary 100% by AALL 100% by AALL90 Adani Cementation Ltd India Subsidiary 100% by AEL -91 Adani North America Inc USA Subsidiary 100% by AGPTE -92 Adani Agri Logistics (Moga) Limited India Subsidiary 100% by AALL -93 Adani Agri Logistics (Raman) Limited India Subsidiary 100% by AALL -94 Adani Agri Logistics (Barnala) Limited India Subsidiary 100% by AALL -95 Adani Agri Logistics (Nakodar) Limited India Subsidiary 100% by AALL -96 Adani Agri Logistics (Mansa) Limited India Subsidiary 100% by AALL -97 Adani Agri Logistics (Bathinda) Limited India Subsidiary 100% by AALL -98 Adani Agri Logistics (Kannauj) Limited India Subsidiary 100% by AALL -99 Adani Agri Logistics (Panipat) Limited India Subsidiary 100% by AALL -100 Adani Infrastructure Pvt Ltd (AIPL) India Subsidiary 100% by AEL -101 Adani Tradex LLP (ATX LLP) India Subsidiary 99% by AEL
1 % by AIPL-
102 Adani Tradecom LLP (ATCM LLP) India Subsidiary 99% by AEL 1 % by AIPL
-
103 Adani Tradewing LLP (ATWG LLP) India Subsidiary 99.9% by AEL 0.1% by AIPL
-
104 Adani Commodities LLP (ACOM LLP) India Subsidiary 99.9% by AEL 0.1% by AIPL
-
105 Adani Solar USA LLC USA Subsidiary 100% by AGPTE -106 Urja Maritime Inc Panama Subsidiary 100% by ASPL -107 Adani Wilmar Pte Ltd (AWPTE) * Singapore Joint Venture 50% by AGPTE 50% by AGPTE108 CSPGCL AEL Parsa Collieries Ltd India Associate 49% by AEL 49% by AEL109 Adani Wilmar Ltd (AWL) India Joint Venture 50% by ACOM LLP 50% by AEL110 Vishakha Polyfab Pvt Ltd (VPPL) India Joint Venture 50% by AWL 50% by AWL111 KTV Health and Foods Pvt Ltd India Joint Venture 50% by AWL 50% by AWL112 KOG KTV Food Products (India) Pvt Ltd India Joint Venture 50% by AWL 50% by AWL113 Golden Valley Agrotech Pvt Ltd India Joint Venture 100% by AWL 100% by AWL
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
189
Adani Enterprises Limited 25th Annual Report 2016-17
Sr. No.
Name of Company / FirmCountry of
IncorporationRelationship
Shareholding as at31st March, 2017 31st March, 2016
114 AWN Agro Pvt Ltd India Joint Venture 50% by AWL 50% by AWL115 Indian Oil-Adani Gas Pvt Ltd India Joint Venture 50% by AGASL 50% by AGASL116 Adani Renewable Energy Park
Rajasthan LtdIndia Joint Venture 50% by AREPL 50% by AREPL
117 Adani-Elbit Advance Systems India Ltd India Joint Venture 51% by AEL -118 Adani Green Energy Pte Ltd Singapore Joint Venture 51% by AGPTE -119 GSPC LNG Ltd India Associate 31.17% by AEL 31.17% by AEL120 Vishakha Industries Pvt Ltd India Associate 50% by AAFL 50% by AAFL
* Reporting date is 31st December, 2016
b) Use of Estimates and Judgements The preparation of financial statements in conformity with Ind AS requires management to make certain judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities (including contingent liabilities) and the accompanying disclosures. Future results could differ due to these estimates and differences between the actual results and the estimates are recognised in the periods in which the results are known / materialised.
Estimates and assumptions are required in particular for:
i) Useful life of property, plant and equipment and intangible assets: Determination of the estimated useful life of property, plant and equipment and intangible assets and the assessment
as to which components of the cost may be capitalised. Useful life of these assets is based on the life prescribed in Schedule II to the Companies Act, 2013 or based on technical estimate, taking into account the nature of the asset, estimated usage, expected residual values and operating conditions of the asset.
ii) Impairment: Determining whether property, plant and equipment and intangible assets are impaired requires an estimation of
the value in use of the relevant cash generating units. The value in use calculation is based on a Discounted Cash Flow model over the estimated useful life of the underlying assets or cash generating units. Further, the cash flow projections are based on estimates and assumptions relating to expected revenues, operational performance of the assets, market prices of related products or services, inflation, terminal value etc. which are considered reasonable by the management.
iii) Taxes: Significant judgements are involved in estimating budgeted profits for the purpose of paying advance tax, determining
the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions. Significant management judgement is also required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies, including estimates of temporary differences reversing on account of available benefits from the tax laws applicable to respective entities.
iv) Fair value measurement of financial instruments: When the fair values of financials assets and financial liabilities recorded in the Balance Sheet cannot be measured
based on quoted prices in active markets, their fair value is measured using valuation techniques, including the Discounted Cash Flow model, which involve various judgements and assumptions.
v) Defined benefit plans: The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined
using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
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190
c) Current & Non-Current Classification Any asset or liability is classified as current if it satisfies any of the following conditions :
i) The asset/liability is expected to be realised/settled in the Group’s normal operating cycle;
ii) The asset is intended for sale or consumption;
iii) The asset/liability is held primarily for the purpose of trading;
iv) The asset/liability is expected to be realised/settled within twelve months after the reporting period;
v) The asset is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting date;
vi) In the case of a liability, the Group does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
All other assets and liabilities are classified as non-current.
For the purpose of current/non-current classification of assets and liabilities, the Group has ascertained its normal operating cycle as twelve months. This is based on the nature of services and the time between the acquisition of assets or inventories for processing and their realisation in cash and cash equivalents.
d) Foreign Currency Transactions
i) Functional and Presentation Currency The financial statements are presented in Indian Rupee (INR), which is the functional and presentation currency for
the Group.
ii) Transactions and Balances Foreign currency transactions are translated into the functional currency, for initial recognition, using the exchange
rates at the dates of the transactions.
All foreign currency denominated monetary assets and liabilities are translated at the exchange rates on the reporting date. Exchange differences arising on settlement or translation of monetary items are recognised in the Statement of Profit and Loss with the exception of exchange differences arising on long-term foreign currency monetary items recognised in the financial statements as at March 31, 2016 and related to acquisition of a fixed assets and such differences are capitalised and depreciated over the remaining useful life of the related asset. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences arising on other outstanding long term foreign currency monetary items as at March 31, 2017 are accumulated in the “Foreign Currency Monetary Item Translation Difference Account” and amortised over the remaining life of the concerned monetary item.
iii) Group Companies On consolidation, the assets and liabilities of foreign operations are translated at the exchange rate prevailing at
the reporting date and their statements of profit and loss are translated using average rate of exchange prevailing during the year, which approximates to the exchange rate prevailing at the transaction date. All resulting exchange differences arising on translation for consolidation are recognised in OCI. On disposal of a foreign operation, the component of OCI relating to that particular foreign operation is recognised in the Statement of Profit and Loss.
e) Cash & Cash Equivalents Cash comprises cash on hand and demand deposit with banks. Cash equivalents are short-term balances (with an original
maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.
f) Property, Plant and Equipment i) Property, Plant and Equipment, including Capital Work in Progress, are stated at cost of acquisition or construction
less accumulated depreciation and impairment losses, if any. Cost comprises the purchase price (net of tax credits, wherever applicable), import duty and other non-refundable taxes or levies and any directly attributable cost of bringing the asset to its working condition for its intended use. Borrowing cost relating to acquisition / construction of Property, Plant and Equipment which takes substantial period of time to get ready for its intended use are also
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
191
Adani Enterprises Limited 25th Annual Report 2016-17
included to the extent they relate to the period till such assets are ready to be put to use. The present value of the expected cost for the decommissioning of an asset after its use is included in the cost of the respective asset if the recognition criteria for a provision are met.
ii) Subsequent expenditure related to an item of Property, Plant and Equipment are included in its carrying amount or recognised as a separate asset, as appropriate, only when it is probable that the future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other expenses on existing Property, Plant and Equipment, including day-to-day repair and maintenance expenditure and cost of replacing parts, are charged to the Statement of Profit and Loss for the period during which such expenses are incurred.
iii) The Group adjusts exchange differences arising on translation/settlement of long-term foreign currency monetary items existing as at March 31, 2016 and pertaining to the acquisition of a depreciable asset to the cost of the asset and depreciates the same over the remaining useful life of the asset. The depreciation on such foreign exchange difference is recognised from the first day of the financial year.
iv) Depreciation is provided using straight-line method as specified in Schedule II to the Companies Act, 2013. Estimated useful life of assets are determined based on technical parameters / assessments. Depreciation on assets acquired / disposed off during the year is provided on pro-rata basis with reference to the date of addition / disposal. Leasehold land and Leasehold improvements are amortised over the period of the lease.
v) An item of Property, Plant and Equipment is derecognised upon disposal or when no future economic benefits are expected to arise from continued use of the asset. Any gain or loss arising on the disposal or retirement of Property, Plant and Equipment is determined as the difference between the sale proceeds and the carrying amount of the assets and is recognised in the Statement of Profit and Loss.
vi) Oil & Gas assets: Expenditure incurred prior to obtaining the right(s) to explore, develop and produce oil and gas are expensed off
in the year of incurrence to the extent of the efforts not successful. Expenditure incurred on the acquisition of the license are initially capitalised on a license by license basis. Costs including indirect cost incurred for the block are held, undepleted within “Capital Work in Progress” until the exploration phase relating to the license area is complete or commercial oil & gas reserves have been discovered. Indirect costs are expensed off in the year of incurrence.
Exploratory/appraisal drilling costs are initially capitalised within “Capital Work in Progress” on a block by block basis until the success or otherwise of the block is established. The success or failure of each exploration/appraisal effort is judged on a block basis.
Where results of seismic studies or exploration drilling indicate the presence of oil & gas reserves which are ultimately not considered commercially recoverable and no additional exploratory activity is firmly planned, all related costs are written off to the Statement of Profit and Loss in the year of cessation of the exploration activity.
vii) Exploration and Evaluation assets: Exploration and evaluation expenditure comprises cost that are directly attributable to :
- Cost of acquiring mining and exploration tenements;
- Research and analysing historical exploration data;
- Conducting topographical, geochemical and geophysical studies;
- Conducting exploratory drilling, trenching and sampling;
- Examining and testing extraction and treatment methods; and/or
- Compiling prefeasibility and feasibility studies.
Exploration expenditure relates to the initial search for mineral deposits with economic potential. Evaluation expenditure arises from detailed assessment of deposits or other projects that have been identified as having economic potential.
Exploration and evaluation expenditure is charged to Statement of Profit and Loss as incurred unless the directors are confident of the project’s technical and commercial feasibility and it is probable that economic benefits will flow to the Group, in which case expenditure may be capitalised.
Capitalised exploration and evaluation expenditure is treated as a tangible asset and is recorded at cost less any
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192
accumulated impairment charges. No amortisation is charged during the exploration and evaluation phase as the assets is not available for use.
g) Investment Property i) Property which is held for long-term rental yields or for capital appreciation or both, is classified as Investment Property.
Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any.
ii) The Group depreciates investment properties over their estimated useful lives, which are determined based on technical evaluation and management estimates.
iii) Investment properties are derecognised either when they have been disposed of or when they are permanently withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in Statement of Profit and Loss in the period in which the property is derecognised.
h) Intangible Assets i) Intangible assets are measured on initial recognition at cost and are subsequently carried at cost less any accumulated
amortisation and accumulated impairment losses, if any. Internally generated intangibles are not capitalised.
ii) The intangible assets of the Group are assessed to be of finite lives and are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The Group reviews amortisation period on an annual basis.
Intangible assets are amortised on straight line basis over their estimated useful lives as follows:
Intangible Assets Estimated Useful Life (Years)Software applications 3-5 Years based on management estimate
Mine Development Assets Over a period of underlying contract
iii) Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Profit and Loss when the asset is derecognised.
i) Impairment of Non-Financial Assets i) The carrying amount of the non-financial assets of the Group is reviewed at each balance sheet date to determine
whether there is any indication of impairment. If any such indication exists, the recoverable amount of the assets is estimated in order to determine the extent of impairment.
ii) The impairment loss is recognised whenever the carrying amount of an asset or its cash generation unit exceeds its recoverable amount. The recoverable amount is the higher of the asset’s fair value less cost of disposal and value in use which is determined based on the estimated future cash flow discounted to their present value. All impairment losses are recognised in the Statement of Profit and Loss.
iii) An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount and is recognised in the Statement of Profit and Loss. The reversal is limited so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised in prior years.
iv) Goodwill and intangible assets with indefinite useful lives are tested for impairment annually as at year end or when circumstances indicate that the carrying value may be impaired. Impairment for these assets is determined by assessing the recoverable amount of each CGU to which they relate. When the recoverable amount of the CGU is less than its carrying amount, an impairment loss is recognised. Impairment losses relating to goodwill are not reversed in future periods.
j) Service Concession Arrangements Service Concession Arrangements (SCA) refers to an arrangement between the grantor (a public sector entity) and the
operator (a private sector entity) to provide services that give the public access to major economic and social facilities utilising private sector funds and expertise.
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
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Adani Enterprises Limited 25th Annual Report 2016-17
With respect to SCA, revenue and costs are allocated between those relating to construction services and those relating to operation and maintenance services, and accounted for separately. The infrastructure used in a concession are classified as an intangible asset or a financial asset, depending on the nature of the payment entitlements under the SCA. When the Company has an unconditional right to receive cash or another financial asset from or at the direction of the grantor, such right is recognised as a financial asset and is subsequently measured at amortised cost. When the demand risk is with the Group and it has right to charge the user for use of facility, the right is recognised as an intangible asset and is subsequently measured at cost less accumulated amortisation and impairment losses. The intangible assets are amortised over a period of service concession arrangements.
k) Government Grants & Subsidies Government grants are recognised at their fair value where there is reasonable assurance that the grant will be received
and all attached conditions will be complied with.
When the grant relates to an expense item, it is deferred and recognised as income in the Statement of Profit and Loss on a systematic basis over the periods necessary to match the related costs, which they are intended to compensate.
When the grant relates to an asset or a non-monetary item, it is recognised as deferred income under liabilities and is recognised as income in the Statement of Profit and Loss on a straight line basis over the expected useful life of the related asset or a non-monetary item.
l) Financial Instruments A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in Statement of Profit and Loss.
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by a Group entity are recognised at the proceeds received, net of direct issue costs.
A) Financial Assets All financial assets, except investment in subsidiaries, associates and joint ventures are recognised initially at fair
value.
The measurement of financial assets depends on their classification, as described below:
1) At amortised cost A financial asset is measured at the amortised cost if both the following conditions are met :
(a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
(b) Contractual terms of the asset give rise, on specified dates, to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.
This category is the most relevant to the Group. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the Statement of Profit and Loss. The losses arising from impairment are recognised in the Statement of Profit and Loss. This category generally applies to trade and other receivables.
2) At fair value through other comprehensive income (FVTOCI) A financial asset is classified as at the FVTOCI if both of the following criteria are met:
a) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and
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194
(b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.
Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognised in the other comprehensive income (OCI) and on derecognition, cumulative gain or loss previously recognised in OCI is reclassified to Statement of Profit and Loss. For equity instruments, the Group may make an irrevocable election to present subsequent changes in the fair value in OCI. If the Group decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognised in the OCI. There is no recycling of the amounts from OCI to the Statement of Profit and Loss, even on sale of investment.
3) At fair value through profit or loss (FVTPL) FVTPL is a residual category for debt instruments and default category for equity instruments. Financial assets
included within the FVTPL category are measured at fair value with all changes recognised in the Statement of Profit and Loss.
In addition, the Group may elect to designate a debt instrument, which otherwise meets amortised cost or FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as ‘accounting mismatch’).
Derecognition On derecognition of a financial asset, the difference between the asset’s carrying amount and the sum of the
consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss if such gain or loss would have otherwise been recognised in profit or loss on disposal of that financial asset.
Impairment of Financial Assets The Group applies Expected Credit Loss (ECL) model for measurement and recognition of impairment loss on the
financial assets and credit risk exposure. The Group assesses on a forward looking basis the expected credit losses associated with its receivables based on historical trends and past experience.
The Group follows ‘Simplified Approach’ for recognition of impairment loss allowance on all trade receivables or contractual receivables. Under the simplified approach, the Group does not track changes in credit risk, but it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition. If credit risk has not increased significantly, 12 month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used.
ECL is the difference between all contracted cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to receive, discounted at the original EIR. ECL impairment loss allowance (or reversal) recognised during the period is recognised as expense / (income) in the Statement of Profit and Loss.
B) Financial Liabilities Financial liabilities are classified, at initial recognition as at amortised cost or fair value through profit or loss. The
measurement of financial liabilities depends on their classification, as described below:
At amortised cost This is the category most relevant to the Group. After initial recognition, financial liabilities are subsequently measured
at amortised cost using the EIR method. Gains and losses are recognised in Statement of Profit and Loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the Statement of Profit and Loss.
At fair value through profit or loss (FVTPL) Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities
designated upon initial recognition as such. Subsequently, any changes in fair value are recognised in the Statement of Profit and Loss.
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
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Adani Enterprises Limited 25th Annual Report 2016-17
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
Derecognition of Financial Liability A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. The
difference in the respective carrying amounts is recognised in the Statement of Profit and Loss.
C) Derivative financial instruments
Initial recognition and subsequent measurement The Group uses derivative financial instruments such as forward and options currency contracts to hedge its foreign
currency risks. Such derivative financial instruments are initially recognised and subsequently measured at fair value through profit or loss (FVTPL). Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.
Any gains or losses arising from changes in the fair value of derivative financial instrument are recognised in the Statement of Profit and Loss and reported with foreign exchange gains/(loss) not within results from operating activities. Changes in fair value and gains/(losses) on settlement of foreign currency derivative financial instruments relating to borrowings, which have not been designated as hedge are recorded as finance expense.
m) Income Taxes Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the
year. Current and deferred taxes are recognised in Statement of Profit and Loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively.
i) Current Income Tax Provision for current tax is measured at the amount of tax expected to be payable on the taxable income for the year
as determined in accordance with the provisions of the tax laws of the concerned jurisdictions. Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities.
Current tax assets and liabilities are offset where the Group has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
ii) Deferred Tax Deferred income tax is recognised using the Balance Sheet approach. Deferred income tax assets and liabilities are
recognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount, except when the deferred income tax arises from the initial recognition of an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction.
Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised. The carrying amount of unrecognised deferred tax assets are reviewed at each reporting date to assess their realisability and corresponding adjustment is made to carrying values of deferred tax assets in the financial statements.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset where a legally enforceable right exists to offset current tax assets and liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
Deferred tax includes MAT tax credit. The Group recognises tax credits in the nature of MAT credit as an asset only to the extent that there is convincing evidence that the Group will pay normal income tax during the specified period, i.e., the period for which tax credit is allowed to be carried forward. The Group reviews the such tax credit asset at each reporting date to assess its recoverability.
196
n) Inventories i) Inventories are valued at lower of cost or net realisable value.
ii) Cost of inventories have been computed to include all costs of purchases, cost of conversion and other costs incurred in bringing the inventories to their present location and condition.
iii) The basis of determining cost for various categories of inventories are as follows:
Raw Material : Weighted Average Cost
Traded Goods : Weighted Average Cost
Stores and Spares : Weighted Average Cost
iv) Net realisable value is the estimated selling price in the ordinary course of business, less estimated cost of completion and estimated cost necessary to make the sale. Necessary adjustment for shortage / excess stock is given based on the available evidence and past experience of the Group.
o) Provision, Contingent Liabilities and Contingent Assets Provisions are recognised for when the Group has at present, legal or contractual obligation as a result of past events, only
if it is probable that an outflow of resources embodying economic outgo or loss will be required and if the amount involved can be measured reliably. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Contingent liabilities being a possible obligation as a result of past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more future events not wholly in control of the Group are not recognised in the accounts. The nature of such liabilities and an estimate of its financial effect are disclosed in notes to the financial statements.
Contingent assets are not recognised in the financial statements. The nature of such assets and an estimate of its financial effect are disclosed in notes to the financial statements.
p) Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the
revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment. Amounts disclosed as Revenue are net of returns, trade allowances, rebates and taxes or duties collected on behalf of the government.
The specific recognition criteria described below must also be met before revenue is recognised.
Sale of Goods Revenue from the sale of goods is recognised when the significant risk and rewards of ownership of the goods have been
passed to the customer.
Rendering of Services Revenue from services rendered is recognised when the work is performed and as per the terms of agreement.
Service Concession Arrangements Revenue related to construction services provided under service concession arrangement is recognised based on the
stage of completion of the work performed. Operation and maintenance services revenue with respect to intangible assets is recognised in the period in which the services are provided by the Group. Finance income is recognised using effective interest rate method for financial assets..
Dividends Revenue is recognised when the Group’s right to receive the payment is established, which is generally when shareholders
approve the dividend.
Interest Income Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate
applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition.
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
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Adani Enterprises Limited 25th Annual Report 2016-17
q) Employee Benefits Employee benefits includes gratuity, compensated absences, contribution to provident fund, employees’ state insurance
and superannuation fund.
Short Term Employee Benefits Employee benefits payable wholly within twelve months of rendering the services are classified as short term employee
benefits and recognised in the period in which the employee renders the related service.
Post Employment Benefits
i) Defined Contribution Plans Retirement benefits in the form of provident fund and superannuation fund are defined contribution schemes. The
Group has no obligation, other than the contribution payable to the provident fund. The Group recognises contribution payable to the these funds as an expense, when an employee renders the related service.
ii) Defined Benefit Plans The Group operates a defined benefit gratuity plan. The cost of providing benefits under the defined benefit plan
is determined based on actuarial valuation, carried out by an independent actuary, using the projected unit credit method. The liability for gratuity is funded annually to gratuity funds maintained with the Life Insurance Corporation of India and SBI Life Insurance Company Limited.
Re-measurements gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through other comprehensive income in the period in which they occur. Re-measurements are not reclassified to Statement of Profit and Loss in subsequent periods. Net interest is calculated by applying the discount rate to the net balance of defined benefit liability or asset.
The Group recognises the following changes in the net defined benefit obligation as an expense in the Statement of Profit and Loss in the line item “Employee Benefits Expense”:
- Service cost including current service cost, past service cost, gains and losses on curtailments and non-routine settlements; and
- Net interest expense or income
iii) Other Long Term Employee Benefits Other long term employee benefits comprise of compensated absences/leaves. The actuarial valuation is done as
per projected unit credit method. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in the Statement of Profit and Loss.
iv) For the purpose of presentation of defined benefit plans and other long term benefits, the allocation between current and non-current provisions has been made as determined by an actuary.
r) Borrowing Costs Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset that necessarily
takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing costs also includes exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the borrowing costs. All other borrowing costs are recognised in Statement of Profit and Loss in the period in which they are incurred.
s) Leases A lease is classified at the inception date as a finance lease or an operating lease. Leases are classified as finance leases
whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
i) Where the Group is a lessee : Finance leases are capitalised at the commencement of the lease at the inception date fair value of the leased
property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
198
finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised as finance costs in the Statement of Profit and Loss.
A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term.
Operating lease payments are recognised as an expense in the Statement of Profit and Loss on a straight-line basis over the lease term.
ii) Where the Group is a lessor : Under finance leases, amounts due from lessees are recorded as receivables at the Group’s net investment in the
leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the net investment outstanding in respect of the lease.
Assets subject to operating leases are included in fixed assets. Rental income from operating leases is recognised in the Statement of Profit and Loss on a straight-line basis over the lease term. Costs including depreciation are recognised as an expense in the Statement of Profit and Loss.
t) Segment Accounting Operating segments are reported in a manner consistent with the internal reporting to management. For management
purposes, the Group is organised into business units based on its products and services.
Operating results of the business units are monitored separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with Statement of Profit and Loss in the financial statements.
u) Related Party Transactions Disclosure of transactions with Related Parties, as required by Ind AS 24 “Related Party Disclosures” has been set out
in a separate note. Related parties as defined under clause 9 of the Ind AS 24 have been identified on the basis of representations made by the management and information available with the Group.
v) Earning Per Share Basic EPS is computed by dividing the profit or loss attributable to the equity shareholders of the Group by the weighted
average number of equity shares outstanding during the year. Diluted EPS is computed by adjusting the profit or loss attributable to the ordinary equity shareholders and the weighted average number of equity shares, for the effects of all dilutive potential equity shares.
w) Proposed Dividend The Group recognises a liability to pay dividend to equity holders when the distribution is authorised and the distribution
is no longer at the discretion of the Group. As per the Companies Act 2013, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.
x) Service Work in Progress Service Work in Progress is valued at lower of cost and net realisable value. Cost is determined based on Weighted Average
Cost Method.
Service Work In Progress represents closing inventory of Washed and Reject Coal, which is not owned by the Group as per the terms of MDO contract. Hence, this represents work performed under contractual liability in bringing this inventory to its present condition and location.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale.
y) Overburden Cost Adjustment Overburden removal expenses incurred during production stage are charged to revenue based on waste-to-ore ratio,
(commonly known as Stripping Ratio in the industry). This ratio is taken based on the current operational phase of overall mining area. To the extent the current period ratio exceeds the expected Stripping Ratio of a phase, excess overburden costs incurred in a period are deferred and shown under “Other Non-Current Assets”.
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
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Adani Enterprises Limited 25th Annual Report 2016-17
z) ExpenditureExpenses are net of taxes recoverable, where applicable.
3 First-time adoption of Ind-AS The Group has adopted Ind AS from 1st April, 2016 and the date of transition to Ind AS is 1st April, 2015. These being the
first financial statements in compliance with Ind AS, the impact of transition has been accounted for in opening reserves and comparable periods have been restated in accordance with Ind AS 101 “First-time Adoption of Indian Accounting Standards”. The Company has presented a reconciliation of its equity under Previous GAAP to its equity under Ind AS as at 1st April, 2015 and 31st March, 2016 and of the total comprehensive income for the year ended 31st March, 2016 as required by Ind AS 101.
3.1 Following are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from Previous GAAP to Ind AS.
(a) Deemed cost of property, plant and equipment and intangible assets The Group has elected to continue with the carrying value of all its property, plant and equipments and intangible assets
recognised as of 1st April, 2015 measured as per the Previous GAAP and use that carrying value as its deemed cost on transition date.
(b) Investment in Joint Ventures When changing from proportionate consolidation method to equity method, the Group has elected to measure its initial
investment in joint ventures at the date of transition as the aggregate of carrying amount of assets and liabilities that the group had previously proportionately consolidated, including any goodwill arising from acquisition.
(c) Exchange differences on long term foreign currency borrowings The Group has elected to continue the policy adopted for accounting for exchange differences arising from translation of
long-term foreign currency monetary items outstanding and recognised in the financial statements for the period ending immediately before the beginning of the first Ind AS financial reporting period as at 31st March, 2016 as per the Previous GAAP.
(d) Business Combinations The Group has elected to apply Ind AS 103 “Business Combination” prospectively to Business Combinations occurring after
its transition date. Hence, the Group has not restated past business combinations that have an acquisition date prior to the transition date.
(e) Embedded Leases The Group has opted not to apply the requirements of Appendix C to Ind AS 17 retrospectively. Based on this exemption,
assessment of whether an arrangement contains a lease or not has been made on the basis of facts and circumstances existing as at the transition date, instead of at the inception of contract or arrangement.
(f) Derecognition of financial assets and financial liabilities The Group has applied the derecognition requirements of financial assets and financial liabilities prospectively for
transactions occurring on or after transition date.
(g) Classification and measurement of financial assets The Group has assessed classification and measurement of financial assets on the basis of facts and circumstances that
exist as on transition date.
(h) Impairment of financial assets The Group has applied impairment requirements of Ind AS 109 retrospectively; however, as permitted by Ind AS 101, it has
used reasonable and supportable information that is available without undue cost or effort to determine the credit risk at the date that financial instruments were initially recognised in order to compare it with the credit risk at the transition date.
(i) Assessment of embedded derivatives The Group has assessed whether an embedded derivative is required to be separated from the host contract and accounted
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
200
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
for as a derivative on the basis of the conditions that existed at the later of the date it first became a party to the contract and the date when there has been a change in the terms of the contract that significantly modifies the cash flows that otherwise would be required under the contract.
3.2 Reconciliations between Previous GAAP and Ind ASInd AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior period. The following tables represent the reconciliations from Previous GAAP to Ind AS:
(a) Reconciliation of Equity as at 31st March, 2016 and 1st April, 2015 : (H in Crores)Particulars Notes As at
31st March, 2016As at
1st April, 2015Total Equity as per Previous GAAP 13,415.71 25,727.81 On account of scheme of arrangement - (13,897.04)
13,415.71 11,830.77 i) MTM effect of derivatives (a) (16.70) (0.79)ii) Impact of accounting of financial instruments at amortised cost (b) 2.61 4.25 iii) Service concession accounting of Agri-Storage business (d) 1.30 (1.79)iv) Other Ind AS impacts (e) (13.23) (10.28)v) Deferred tax impact on Ind AS adjustments (f) (12.77) 1.17 vi) Reversal of proposed dividend (including tax) (g) - 185.32 vii) Proportionate share in Ind AS adjustments of joint ventures (net of
deferred tax)(h) 0.69 29.81
Total Equity as per Ind AS 13,377.61 12,038.46
(b) Reconciliation of Total Comprehensive Income for the year ended 31st March, 2016: (H in Crores)Particulars Notes For the year ended
31st March, 2016Net Profit as per Previous GAAP 1,030.24 i) MTM effect of derivatives (a) (17.79)ii) Impact of accounting of financial instruments at amortised cost (b) 32.67 iii) Actuarial gains / (losses) reclassified to other comprehensive income (c) (0.53)iv) Service concession accounting of Agri-Storage business (d) 3.09 v) Other Ind AS impacts (e) (4.97)vi) Deferred tax impact on Ind AS adjustments (f) (13.76)vii) Proportionate share in Ind AS adjustments of joint ventures (net of deferred tax) (h) (29.12)Net Profit as per Ind AS 999.83 Other Comprehensive Income (net of taxes) 493.75 Total Comprehensive Income 1,493.58
(c) Notes to above reconciliations :
a) MTM on derivative financial instruments : Derivative financial instruments have been fair valued through profit and loss under Ind AS. Under previous GAAP, the
net mark to market losses on derivative financial instruments, other than those designated as cash flow hedges, were recognised in Statement of Profit and Loss, and the net gains, if any, were ignored.
201
Adani Enterprises Limited 25th Annual Report 2016-17
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
b) Impact on accounting of financial instruments at amortised cost : The Company has valued financial assets (other than investment in joint ventures and associates) and financial liabilities,
at fair value at the inception of the contract. Impact of fair value changes as on date of transition, is recognised in opening reserves. These financial instruments have been subsequently accounted under the amortised cost model, with resultant changes thereafter being recognised in Statement of Profit and Loss.
c) Actuarial Valuation : Actuarial gains / losses on account of changes in actuarial assumptions are recognised in other comprehensive income.
d) Service Concession Accounting : As per Ind AS, Property, Plant & Equipment (PPE) related to service concession arrangements for providing agri- storage
facilities has been derecognised and classified into financial asset and intangible asset.
e) Other Ind AS impacts include : - Asset retirement obligation and its amortisation - Reversal of amortised goodwill - Amortisation of government grants as deferred income
f) Deferred Tax : The impact of transition adjustments together with Ind AS mandate of using balance sheet approach (against profit and
loss approach in the Previous GAAP) for computation of deferred taxes has resulted in charge to reserves on the date of transition, with consequential impact in the Statement of Profit and Loss for the subsequent periods.
g) Reversal of proposed dividend (including tax) : Under Previous GAAP, dividends proposed by the Board of Directors after the reporting date but before the approval
of financial statements were considered to be adjusting event and accordingly recognised (along with related dividend distribution tax) as liability at the reporting date. Under Ind AS, dividends are recognised when the same is approved by the shareholders in the general meeting. Accordingly, provision for proposed dividend and dividend distribution tax recognised under Previous GAAP has been reversed.
h) Investment in Joint Ventures accounted using Equity method : Investments in joint ventures are accounted for using equity method under Ind AS. Accordingly all assets and liabilities
pertaining to joint ventures which were proportionately consolidated line by line under Previous GAAP were excluded and principles of equity accounting are applied to these investments. Further, effect of Ind AS adjustments in joint ventures accounts have also been included in consolidated financial statements as at transition date.
202
(d) Reconciliation of Balance Sheets as at 31st March, 2016 and 1st April, 2015 : (H in Crores)Particulars As at 31st March, 2016 As at 1st April, 2015
Previous GAAP
Ind ASAdjustments
Ind AS Previous GAAP
On account of Scheme of Arrangement
Previous GAAP post Scheme of
Arrangement
Ind ASAdjustments
Ind AS
ASSETSNon-Current AssetsProperty, Plant & Equipment 8,192.68 (1,167.92) 7,024.76 78,442.67 (73,293.88) 5,148.79 (865.06) 4,283.73 Capital Work-In-Progress 7,888.61 (183.67) 7,704.94 6,733.02 (1,284.50) 5,448.52 (170.99) 5,277.53 Investment Properties 29.46 8.06 37.52 29.28 - 29.28 6.59 35.87 Goodwill 116.68 (36.30) 80.38 2,087.44 (1,951.94) 135.50 (55.82) 79.68 Other Intangible Assets 3,344.37 23.79 3,368.16 3,303.93 (127.37) 3,176.56 13.39 3,189.95 Financial Assets(i) Investments 73.53 662.87 736.40 123.93 33.59 157.52 523.79 681.31 (ii) Loans 7.84 - 7.84 172.47 4,298.27 4,470.74 (7.39) 4,463.35 (iii) Other Financial Assets 390.32 29.18 419.50 1,516.44 (1,215.38) 301.06 37.41 338.47 Income Tax Assets 188.89 (18.72) 170.17 253.21 (106.65) 146.56 (19.60) 126.96Deferred Tax Assets 462.19 (57.15) 405.04 1,888.92 (1,521.86) 367.06 (30.70) 336.36Other Non-Current Assets 500.88 (36.18) 464.70 3,582.10 (3,193.60) 388.50 (35.29) 353.21
21,195.45 (776.04) 20,419.41 98,133.41 (78,363.32) 19,770.09 (603.67) 19,166.42Current AssetsInventories 2,843.37 (1,543.59) 1,299.78 4,081.68 (1,860.26) 2,221.42 (1,054.77) 1,166.65 Financial Assets(i) Investments 30.99 0.04 31.03 590.90 (560.16) 30.74 1.55 32.29(ii) Trade Receivables 10,542.85 (355.39) 10,187.46 15,319.15 (1,656.01) 13,663.14 (404.25) 13,258.89(iii) Cash & Cash Equivalents 1,179.44 (213.20) 966.24 1,984.47 (792.80) 1,191.67 (64.22) 1,127.45(iv) Other Balances with Banks 879.02 (305.76) 573.26 1,666.57 (702.38) 964.19 (558.10) 406.09(v) Loans 6,560.46 (11.44) 6,549.02 3,012.24 1,954.36 4,966.60 (27.84) 4,938.76(vi) Others Financial Assets 384.15 (27.10) 357.05 3,916.09 (3,723.27) 192.82 (35.28) 157.54Other Current Assets 1,584.36 (211.52) 1,372.84 2,154.06 (627.73) 1,526.33 (170.81) 1,355.52
24,004.64 (2,667.96) 21,336.68 32,725.16 (7,968.25) 24,756.91 (2,313.72) 22,443.19Total Assets 45,200.09 (3,444.00) 41,756.09 130,858.57 (86,331.57) 44,527.00 (2,917.39) 41,609.61EQUITY AND LIABILITIESEQUITYEquity Share Capital 109.98 - 109.98 109.98 - 109.98 - 109.98 Other Equity 13,305.73 (38.10) 13,267.63 25,617.83 (13,897.04) 11,720.79 207.69 11,928.48 Equity attributable to owners of the Company
13,415.71 (38.10) 13,377.61 25,727.81 (13,897.04) 11,830.77 207.69 12,038.46
Non Controlling Interests 85.21 0.02 85.23 4,101.85 (4,003.43) 98.42 - 98.42 Total Equity 13,500.92 (38.08) 13,462.84 29,829.66 (17,900.47) 11,929.19 207.69 12,136.88 LIABILITIESNon-Current LiabilitiesFinancial Liabilities(i) Borrowings 7,076.51 (67.47) 7,009.04 55,486.76 (50,120.73) 5,366.03 (370.85) 4,995.18 (ii) Other Financial Liabilities 1,050.32 (17.05) 1,033.27 786.74 (286.65) 500.09 (35.87) 464.22 Provisions 43.09 0.49 43.58 99.90 (60.79) 39.11 (0.77) 38.34 Deferred Tax Liabilities 163.39 (86.68) 76.71 1,004.83 (855.77) 149.06 (84.54) 64.52 Other Non-Current Liabilities 147.55 11.82 159.37 775.65 (775.65) - 8.06 8.06
8,480.86 (158.89) 8,321.97 58,153.88 (52,099.59) 6,054.29 (483.97) 5,570.32 Current LiabilitiesFinancial Liabilities(i) Borrowings 12,221.71 (1,215.72) 11,005.99 19,413.20 (4,606.88) 14,806.32 (822.77) 13,983.55 (ii) Trade Payables 7,124.38 (1,777.81) 5,346.57 10,383.18 (2,192.46) 8,190.72 (1,445.68) 6,745.04 (iii) Other Financial Liabilities 2,425.85 (149.58) 2,276.27 11,375.89 (8,950.84) 2,425.05 (66.07) 2,358.98 Other Current Liabilities 1,318.60 (55.40) 1,263.20 1,094.19 (379.82) 714.37 (93.00) 621.37 Provisions 45.30 (5.66) 39.64 468.30 (156.32) 311.98 (187.88) 124.10 Income Tax Liabilities 82.47 (42.86) 39.61 140.27 (45.19) 95.08 (25.71) 69.37
23,218.31 (3,247.03) 19,971.28 42,875.03 (16,331.51) 26,543.52 (2,641.11) 23,902.41 Total Equity and Liabilities 45,200.09 (3,444.00) 41,756.09 130,858.57 (86,331.57) 44,527.00 (2,917.39) 41,609.61
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
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Adani Enterprises Limited 25th Annual Report 2016-17
(e) Reconciliation of Statement of Profit & Loss for the year ended 31st March, 2016 : (H in Crores)Particulars For the year ended 31st March, 2016
Previous GAAP
Ind ASAdjustments
Ind AS
RevenueRevenue from Operations 44,022.95 (10,014.57) 34,008.38 Other Income 1,124.66 (2.38) 1,122.28 Total Revenue 45,147.61 (10,016.95) 35,130.66
ExpensesCost of Materials Consumed 8,130.53 (7,495.04) 635.49 Purchase of Stock-in-Trade 28,742.98 (1,182.66) 27,560.32 Changes in Inventories of Finished Goods and Stock-in-Trade 50.80 175.41 226.21 Employee Benefit Expenses 615.32 (87.40) 527.92 Finance Costs 1,497.98 (140.99) 1,356.99 Depreciation, Amortisation & Impairment 376.94 (62.49) 314.45 Operating and Other Expenses 4,494.18 (1,102.51) 3,391.67 Total Expenses 43,908.73 (9,895.68) 34,013.05 Profit before Exceptional items and tax 1,238.88 (121.27) 1,117.61 Add/(Less) : Exceptional items (61.83) - (61.83)Profit for the year before tax 1,177.05 (121.27) 1,055.78 Tax Expense:Current Tax 171.59 (33.69) 137.90 Adjustment for earlier year 19.68 (0.03) 19.65 Deferred Tax (including MAT) (97.47) 17.86 (79.61)Total Tax Expense 93.80 (15.86) 77.94 Profit for the year before share in Joint Ventures & Associates 1,083.25 (105.41) 977.84 Add : Share of Profit in Joint Ventures & Associates (53.01) 75.00 21.99 Net Profit for the year 1,030.24 (30.41) 999.83 Other Comprehensive IncomeItem that will not be reclassified to Consolidated Statement of Profit & Loss(i) Remeasurement of employee benefit obligations - (1.91) (1.91)(ii) Income tax relating to the above item - 0.66 0.66
- (1.25) (1.25)Item that will be reclassified to Consolidated Statement of Profit & Loss(i) Exchange differences on translation of financial statements of foreign
subsidiaries - 495.00 495.00
(ii) Income tax relating to the above item - - - - 495.00 495.00
Total Other Comprehensive Income - 493.75 493.75 Total Comprehensive Income 1,030.24 463.34 1,493.58 Net Profit attributable to :Owners of the Company 1,041.12 (30.40) 1,010.72 Non Controlling Interests (10.88) (0.01) (10.89)
1,030.24 (30.41) 999.83 Other Comprehensive Income attributable to :Owners of the Company - 493.74 493.74 Non Controlling Interests - 0.01 0.01
- 493.75 493.75 Total Comprehensive Income attributable to :Owners of the Company 1,041.12 463.34 1,504.46 Non Controlling Interests (10.88) - (10.88)
1,030.24 463.34 1,493.58
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
204
3.3 Impact of Scheme of Arrangement as at 1st April, 2015 :The Hon’ble Gujarat High Court vide its Order dated 7th May, 2015 had sanctioned the Composite Scheme of Arrangement between the Company, Adani Ports and Special Economic Zone Limited (APSEZ), Adani Power Limited (APL), Adani Transmission Limited (ATL) and Adani Mining Private Limited (AMPL) and their respective Shareholders and Creditors pursuant to the provisions of Section 391 to 394 and the other provisions of the Companies Act, 1956 and Companies Act, 2013 (“Scheme”). The Scheme with effect from Appointed Date i.e. 1st April, 2015 inter alia provided for :
(a) Demerger of Port Undertaking, Power Undertaking and Transmission Undertaking comprising the undertaking, businesses, activities, operations, assets (movable and immovable) and liabilities of the Company and transfer of the same to APSEZ, APL and ATL respectively.
(b) Merger of AMPL into Adani Enterprises Ltd.
The transition from Previous GAAP to Ind AS has been considered after giving effect to scheme of arrangement.
(f) Reconciliation of Statement of Cash Flows : (H in Crores)Particulars For the year ended 31st March, 2016
Previous GAAP
Ind ASAdjustments
Ind AS
Cash flows from operating activities 4,609.77 502.24 5,112.01Cash flows from investing activities (2,093.87) (226.29) (2,320.16)Cash flows from financing activities (3,465.85) 17.80 (3,448.05)Exchange differences on consolidation 493.27 1.72 494.99Net (decrease) in cash and cash equivalents (456.68) 295.47 (161.21)
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
Note :Impact on consolidated cash flow statement under Ind AS is on account of:
a) using equity method of accounting for consolidating joint ventures;
b) reclassification between cash and cash equivalents and other bank balances.
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Adani Enterprises Limited 25th Annual Report 2016-17
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.18
46
.84
40
.23
284
.98
22.4
377
0.0
21,
04
8.1
02,
835
.84
2,4
51.8
06
0.5
79
63.
7173
,313
.76
Adj
uste
d D
eem
ed c
ost
as a
t 1s
t A
pril,
20
154
77.8
928
5.20
254
.63
148
.82
1,18
9.7
053
.80
27.5
517
.88
15.6
821
.21
6.2
71,
594
.23
-74
.05
14.4
4-
102.
39-
4,2
83.
73
Add
itio
n d
uri
ng
the
year
56.6
039
4.8
873
.10
2.4
92,
367.
569
.72
1.0
46
.53
7.0
41.
03
--
--
--
--
2,9
19.9
9
Fore
ign
Exc
han
ge
Tran
slat
ion
23.7
2-
8.2
5-
15.6
80
.56
-0
.65
0.9
80
.76
-10
9.8
0-
-1.
01
--
-16
1.4
1
Ded
uct
ion
du
rin
g th
e ye
ar6
.74
-0
.56
-28
.95
0.7
10
.18
0.4
60
.08
4.4
5-
--
--
--
-4
2.12
Clo
sing
Gro
ss
Car
ryin
g V
alue
551.
47
68
0.0
833
5.4
215
1.31
3,54
3.9
96
3.36
28.4
224
.60
23.6
218
.56
6.2
71,
704
.02
-74
.05
15.4
5-
102.
39-
7,32
3.0
1
Acc
umul
ated
D
epre
ciat
ion
Ope
nin
g A
ccu
mu
late
d D
epre
ciat
ion
--
--
--
--
--
--
--
--
--
Dep
reci
atio
n,
Am
orti
sati
on &
Im
pair
men
t du
rin
g th
e ye
ar
-9
.93
18.0
36
.99
128
.33
16.3
55.
778
.12
6.2
54
.48
0.6
170
.13
-2.
97
1.10
-3.
75-
282.
80
Fore
ign
Exc
han
ge
Tran
slat
ion
--
2.0
8-
8.5
30
.39
-0
.39
0.7
20
.38
-14
.02
--
0.3
1-
--
26.8
1
Ded
uct
ion
du
rin
g th
e ye
ar-
-0
.01
-10
.13
0.1
00
.02
0.1
70
.03
0.9
1-
--
--
--
-11
.36
Clo
sing
Acc
umul
ated
D
epre
ciat
ion
-9
.93
20.1
16
.99
126
.72
16.6
45.
758
.34
6.9
43.
95
0.6
18
4.1
5-
2.9
71.
41
-3.
75-
298
.25
Net
Car
ryin
g A
mou
nt55
1.4
76
70.1
631
5.31
144
.32
3,4
17.2
74
6.7
222
.67
16.2
616
.68
14.6
15.
66
1,6
19.8
8-
71.0
814
.04
-9
8.6
5-
7,0
24.7
6
Not
es fo
rmin
g pa
rt o
f th
e C
onso
lidat
ed F
inan
cial
Sta
tem
ents
for t
he y
ear e
nded
31s
t M
arch
, 20
17
206
Not
es fo
rmin
g pa
rt o
f th
e C
onso
lidat
ed F
inan
cial
Sta
tem
ents
for t
he y
ear e
nded
31s
t M
arch
, 20
17
4 P
RO
PE
RT
Y, P
LAN
T &
EQ
UIP
ME
NTS
& IN
TAN
GIB
LE A
SS
ETS
(H in
Cro
res)
Part
icul
ars
Prop
erty
, Pla
nt &
Equ
ipm
ents
Free
hold
Land
Leas
ehol
d La
ndBu
ildin
g-
Offi
ceBu
ildin
g-
Fact
ory
Plan
t &
Mac
hine
ryFu
rnitu
re
& Fi
xtur
eEl
ectr
ical
Fi
ttin
gsO
ffice
Eq
uipm
ents
Com
pute
r Eq
uipm
ents
Vehi
cles
Air C
raft
Ship
Tugs
&
Boat
sRa
ilway
Tr
acks
and
Si
ding
s
Mar
ine
Stru
ctur
esDr
edge
d Ch
anne
lsW
agon
sPr
ojec
t As
sets
Tota
l
Year
End
ed 3
1st
Mar
ch, 2
017
Gro
ss C
arry
ing
Val
ue
Ope
nin
g G
ross
C
arry
ing
Am
oun
t55
1.4
76
80
.08
335.
42
151.
313,
543.
99
63.
3628
.42
24.6
023
.62
18.5
66
.27
1,70
4.0
2-
74.0
515
.45
-10
2.39
-7,
323.
01
Add
itio
n d
uri
ng
the
year
184
.76
201.
5523
9.0
57.
93
3,0
54.5
37.
05
11.3
314
.48
17.6
65.
94
-17
4.9
0-
0.0
2-
--
-3,
919
.20
Fore
ign
Exc
han
ge
Tran
slat
ion
(9.6
1)-
(3.5
6)
-(7
.72)
(0.2
2)-
(0.3
1)(0
.40
)(0
.25)
-(4
1.0
8)
--
(0.5
5)-
--
(63.
71)
Ded
uct
ion
du
rin
g th
e ye
ar6
.95
5.6
12.
94
-8
.88
3.11
0.5
11.
149
.44
1.10
--
-0
.57
--
--
40
.23
Clo
sing
Gro
ss
Car
ryin
g V
alue
719
.67
876
.02
567.
97
159
.24
6,5
81.
92
67.
08
39.2
437
.63
31.4
423
.15
6.2
71,
837
.85
-73
.50
14.9
0-
102.
39-
11,1
38.2
7
Acc
umul
ated
D
epre
ciat
ion
Ope
nin
g A
ccu
mu
late
d D
epre
ciat
ion
-9
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20.1
16
.99
126
.72
16.6
45.
758
.34
6.9
43.
95
0.6
18
4.1
5-
2.9
71.
41
-3.
75-
298
.25
Dep
reci
atio
n,
Am
orti
sati
on &
Im
pair
men
t du
rin
g th
e ye
ar
-17
.65
32.4
37.
89
426
.28
16.1
35.
61
8.0
88
.09
4.2
10
.61
70.1
7-
2.9
71.
07
-3.
75-
60
4.9
6
Fore
ign
Exc
han
ge
Tran
slat
ion
--
(1.2
3)-
(5.2
6)
(0.1
8)
-(0
.23)
(0.3
4)
(0.2
0)
-(6
.73)
--
(0.2
0)
--
-(1
4.3
8)
Ded
uct
ion
du
rin
g th
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ar-
0.0
81.
31-
6.2
52.
49
0.1
71.
102.
200
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--
-0
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--
--
14.4
2
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sing
Acc
umul
ated
D
epre
ciat
ion
-27
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49
.99
14.8
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1.4
830
.11
11.1
915
.10
12.5
07.
351.
2214
7.59
-5.
732.
28-
7.50
-8
74.4
1
Net
Car
ryin
g A
mou
nt71
9.6
78
48
.52
517.
97
144
.36
6,0
40
.44
36.9
728
.05
22.5
318
.94
15.8
05.
05
1,6
90
.26
-6
7.77
12.6
2-
94
.90
-10
,26
3.8
6
(con
td.)
207
Adani Enterprises Limited 25th Annual Report 2016-17
(H in Crores)
Particulars Intangible Assets
Computer Software
Right of Use of Land
License Fees - Indian
Railways
Intangible Asset
under SCA
Mine Development
Operation
Other Intangible
Assets
Right for the
expansion of existing
assets
Right of use to develop
and operate the port facilities
Total
Year Ended 31st March, 2016
Gross Carrying Value
Deemed Cost as at 1st April, 2015 63.19 0.11 31.25 15.75 645.63 2,537.90 2.40 21.08 3,317.31
Adjustment on account of Scheme of Arrangement
30.79 - 31.25 - - 41.85 2.40 21.08 127.36
Adjusted Deemed cost as at 1st April, 2015
32.40 0.11 - 15.75 645.63 2,496.05 - - 3,189.95
Addition during the year 12.19 - - 10.41 15.91 - - - 38.51
Foreign Exchange Translation 0.38 - - - - 180.42 - - 180.80
Deduction during the year - - - - - - - - -
Closing Gross Carrying Value 44.97 0.11 - 26.16 661.54 2,676.47 - - 3,409.26
Accumulated Depreciation
Opening Accumulated Depreciation
- - - - - - - - -
Depreciation, Amortisation & Impairment during the year
16.80 0.05 - 0.25 23.74 0.02 - - 40.86
Foreign Exchange Translation 0.24 - - - - - - - 0.24
Deduction during the year - - - - - - - - -
Closing Accumulated Depreciation
17.04 0.05 - 0.25 23.74 0.02 - - 41.10
Net Carrying Amount 27.94 0.06 - 25.91 637.80 2,676.45 - - 3,368.16
Year Ended 31st March, 2017
Gross Carrying Value
Opening Gross Carrying Amount 44.97 0.11 - 26.16 661.54 2,676.47 - - 3,409.26
Addition during the year 17.32 - - 2.63 16.69 - - - 36.65
Foreign Exchange Translation (0.15) - - - - (73.63) - - (73.78)
Deduction during the year - - - 3.56 - - - - 3.56
Closing Gross Carrying Value 62.14 0.11 - 25.24 678.24 2,602.84 - - 3,368.56
Accumulated Depreciation
Opening Accumulated Depreciation
17.04 0.05 - 0.25 23.74 0.02 - - 41.10
Depreciation, Amortisation & Impairment during the year
14.48 0.05 - 0.77 23.90 - - - 39.20
Foreign Exchange Translation (0.13) - - - - - - - (0.13)
Deduction during the year - - - - - - - - -
Closing Accumulated Depreciation
31.39 0.10 - 1.02 47.64 0.02 - - 80.17
Net Carrying Amount 30.75 0.01 - 24.22 630.59 2,602.82 - - 3,288.39
4 PROPERTY, PLANT & EQUIPMENTS & INTANGIBLE ASSETS (contd.)
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
208
4 PROPERTY, PLANT & EQUIPMENTS & INTANGIBLE ASSETS (contd.)
i) Office building includes H2.32 Crores of unquoted shares (160 equity shares of A type and 1,280 equity shares of B type of H100 each fully paid-up) in Ruparelia Theatres Pvt. Ltd. By virtue of Investment in shares, the Group is enjoying rights in the leasehold land and H1.44 Crores, towards construction contribution and exclusive use of terrace and allotted parking space.
ii) Out of above assets following assets were given on operating lease as on 31st March, 2017.
(H in Crores)
Particulars Gross Block as at
31st March, 2017
Accumulated Depreciation
Net Block as at
31st March, 2017
Depreciation charge for the year
Land 11.22 - 11.22 - Building Office Building 46.19 1.52 44.67 0.77 Factory Building 2.97 0.24 2.73 0.12 Plant & Machinery 2.41 1.15 1.26 0.52 Total 62.79 2.91 59.88 1.41 31st March, 2016 63.60 1.70 61.90 1.70
The total future minimum lease rentals receivable at the Balance Sheet date is as under:
(H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016i) For a period not later than one year 2.16 2.81 ii) For a period later than one year and not later than five years 2.98 3.17 iii) For a period later than five years 17.19 16.69
22.33 22.67
iii) For security / mortgage, refer notes 21 and 25.
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
5 CAPITAL WORK-IN-PROGRESS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Capital Work in Progress 7,134.47 7,189.09 5,140.15 Capital Inventories 596.47 515.85 137.38
7,730.94 7,704.94 5,277.53
Capital work-in-progress includes:
a) Building of H0.85 Crores (31st March, 2016 : H0.85 Crores, 1st April, 2015 : H0.85 Crores) which is in dispute and the matter is sub-judice.
b) Agricultural Land of H0.45 Crores (31st March, 2016: H0.45 Crores, 1st April, 2015 : H0.45 Crores) recovered under settlement of debts, in which certain formalities are yet to be executed.
c) The Group’s share in Unincorporated Joint Venture Assets of H270.57 Crores (31st March, 2016: H235.21 Crores, 1st April, 2015 : H211.90 Crores).
d) Cost incurred by Group as Mine Developer cum Operator for Machhakata and Chendipada coal blocks, allotment of which have been cancelled pursuant to Coal Mines (Special Provision) Ordinance, 2014. The Group has filed claim for cost of investment in respect of Machhakata coal block with MahaGuj Collieries Ltd and for Chendipada coal block with UCM Coal Company Ltd. Pending final outcome, no adjustment in the carrying value of respective blocks in CWIP as such has been considered, as the same will be given effect in subsequent period on ascertainment of amount.
209
Adani Enterprises Limited 25th Annual Report 2016-17
6 INVESTMENT PROPERTIES (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016Gross Carrying AmountOpening Gross Values 47.24 43.52 Additions during the year 1.31 1.47 Disposals during the year - - Foreign Exchange Translation Differences (0.83) 2.25 Balance as at the end of the year 47.72 47.24 Accumulated DepreciationOpening Accumulated Depreciation 9.72 7.65 Depreciation during the year 1.63 1.59 Disposals during the year - - Foreign Exchange Translation Differences (0.25) 0.48 Balance as at the end of the year 11.10 9.72 Net Carrying Amount 36.62 37.52
a) Fair Value of Investment Properties The fair value of the Group’s investment properties at the end of the year have been determined on the basis of valuation
carried out by the management based on the transacted prices near the end of the year in the location and category of the properties being valued. The fair value measurement for all of the investment properties has been categorised as Level 2 fair value measurement. Total fair value of Investment Properties is H43.13 Crores (31-Mar-2016: H46.35 Crores, 1-Apr-2015: H48.54 Crores)
b) During the year, the Group carried out a review of the recoverable amount of investment properties, As a result, there were no allowances for impairment required for these properties.
c) Amounts recognised in the Statement of Profit and Loss
(H in Crores)Particulars For the year ended
31st March, 2017For the year ended 31st March, 2016
Income : Rental Income 2.17 2.29 Expenses : Property Tax 0.11 0.17 Depreciation 1.63 1.59
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
210
7 NON CURRENT INVESTMENTS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015I. TRADE INVESTMENTS (all fully paid)a) Investment in Equity Shares (unquoted)1 300 (31st March, 2016 : 300, 1st April, 2015 : 300)
Equity Shares of PT Coalindo Energy of IDR 1 Million each0.15 0.15 0.15
2 Nil (31st March, 2016 : 1,100, 1st April, 2015 : 1,100) Equity Shares of H10 each of Parsa Kente Rail Infrastructure Pvt. Ltd.
- * *
b) Investment in Joint Venture Entities (unquoted, accounted using Equity Method)
1 5,71,47,443 (31st March, 2016 : 5,71,47,443, 1st April, 2015 : 5,71,47,443) Equity Shares of H10 each of Adani Wilmar Ltd.
692.23 573.03 547.39
2 38,00,000 (31st March, 2016 : 38,00,000, 1st April, 2015 : 38,00,000) Equity Shares of $ 1 each of Adani Wilmar Pte. Ltd.
69.53 51.24 22.70
3 8,50,00,000 (31st March, 2016 : 4,50,00,000, 1st April, 2015 :1,23,00,000) Equity Shares of H10 each of Indian Oil-Adani Gas Pvt. Ltd.
78.08 41.16 10.88
4 4,02,82,892 (31st March, 2016 : 25,000, 1st April, 2015 : Nil) Equity Shares of H10 each of Adani Renewable Park Rajasthan Ltd.
40.02 - -
5 5,100 (31st March, 2016 : Nil, 1st April, 2015 : Nil) Equity Shares of H10 each of Adani Elbit Advanced Systems India Ltd.
- - -
c) Investment in Associate Entities (unquoted, accounted using Equity Method)
1 4,82,00,000 (31st March, 2016 : 4,82,00,000, 1st April, 2015 : 4,82,00,000) Equity Shares of H10 each of GSPC LNG Ltd.
48.20 48.20 48.20
2 1,46,685 (31st March, 2016 : 1,46,685, 1st April, 2015 : 1,46,685) Equity Shares of H10 each of Vishakha Industries Pvt. Ltd.
5.10 5.08 5.00
3 Nil (31st March, 2016 : 3,01,31,000, 1st April, 2015 : 3,01,31,000) Equity Shares of H10 each of Adani Murmagao Port Terminal Pvt. Ltd.
- 5.89 30.13
4 Nil (31st March, 2016 : 3,12,13,000, 1st April, 2015 : 52,13,000) Equity Shares of H10 each of Adani Kandla Bulk Terminal Pvt. Ltd.
- - 5.20
5 78,400 (31st March, 2016 : 78,400, 1st April, 2015 : 78,400) Equity Shares of H10 each of CSPGCL AEL Parsa Collieries Ltd.
0.06 0.06 0.06
6 3,52,000 (31st March, 2016 : 3,52,000, 1st April, 2015 : 3,52,000) Equity Shares of H10 each of Mundra SEZ Textile & Apparel Park Pvt. Ltd.
0.35 0.35 0.35
d) Investment in Partnership Firm (unquoted, accounted using Equity Method)
1 50% share in Vishakha Industries 9.94 9.91 9.92
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
211
Adani Enterprises Limited 25th Annual Report 2016-17
7 NON CURRENT INVESTMENTS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015II. NON TRADE INVESTMENTS (all fully paid)a) Investment in Equity Shares (unquoted)1 20,000 (31st March, 2016 : 20,000, 1st April, 2015 : 20,000)
Equity Shares of H25 each of Kalupur Commercial Co-operative Bank
0.05 0.05 0.05
2 12,50,000 (31st March, 2016 : 12,50,000, 1st April, 2015: 12,50,000) Equity Shares of H10 each of Indian Energy Exchange Ltd.
1.25 1.25 1.25
3 4 (31st March, 2016 : 4, 1st April, 2015 : 4) Equity Shares of H25 each of The Cosmos Co-Operative Bank Ltd.
* * *
4 4,000 (31st March, 2016 : 4,000, 1st April, 2015 : 4,000) Equity Shares of H25 each of Shree Laxmi Co-operative Bank Ltd.
0.01 0.01 0.01
Less : Provision for diminution in value (0.01) (0.01) (0.01)- - -
b) In Government Securities (unquoted)1 National Saving Certificates 0.03 0.03 0.03
(Lodged with government departments)944.99 736.40 681.31
Aggregate amount of quoted investments - - -Aggregate amount of unquoted investments 944.99 736.40 681.31Market value of the quoted investments - - -Aggregate provision for diminution in value of investments 0.01 0.01 0.01
(Amounts below H50,000/- denoted as *)
(contd.)
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
8 NON CURRENT LOANS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Unsecured, considered goodLoan to Employees - 3.33 3.74 Loan to Others 975.94 4.51 4,459.61
975.94 7.84 4,463.35
(for dues from the related party, refer note 40)
9 OTHER NON-CURRENT FINANCIAL ASSETS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Unsecured, considered goodSecurity Deposits 523.07 263.98 260.70 Land Lease Receivable 30.47 32.27 - Interest accrued but not due 2.01 1.54 1.50 Financial Assets under Service Concession Arrangements 102.39 113.09 67.60 Other Non Current Financial Assets 163.38 8.62 8.67
821.32 419.50 338.47
212
10 DEFERRED TAX ASSETS & LIABILITIES
a. Major Components of Deferred Tax Liability / Asset (net)
(H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015DEFERRED TAX LIABILITIES Property, Plant & Equipments and Intangible Assets 409.06 343.60 254.30 Assets under Service Concession Arrangement 33.62 45.50 - Other Items 0.70 23.35 16.14 Gross Deferred Tax Liabilities 443.38 412.45 270.44 DEFERRED TAX ASSETS Provision for Employee Benefits 7.32 8.64 10.58 Other Items 27.55 18.98 24.51 MAT Credit Entitlement 315.12 233.79 200.92 On Unabsorbed Depreciation & Tax Losses 503.09 479.37 306.27 Gross Deferred Tax Assets 853.08 740.78 542.28 NET DEFERRED TAX LIABILITY / (ASSET) (409.70) (328.33) (271.84)Disclosure in Consolidated Balance Sheet is based on entity wise recognition, as follows :Deferred Tax Liabilities 77.93 76.71 64.52 Deferred Tax Assets 487.63 405.04 336.36 Net Deferred Tax Liability / (Asset) (409.70) (328.33) (271.84)
Note: In accordance with the Ind AS 12, the deferred tax credit of H83.63 Crores (31st March, 2016 : deferred tax credit of H79.61 Crores) for the year has been recognised in the Statement of Profit & Loss.
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
b. The gross movement in the deferred tax account for the year ended 31st March, 2017 and 31st March, 2016, are as follows:
(H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016Net deferred tax asset at the beginning 328.33 271.84 Tax (Expenses) / Income recognised in:Statement of Profit and Loss Property, Plant & Equipments and Intangible Assets (65.46) (89.30) Asset under Service Concession Arrangement 11.88 (45.50) Employee Benefits Liability (1.71) (2.60) Unabsorbed Depreciation / Business Loss 23.72 173.11 MAT Credit Entitlement 81.33 32.87 Others 31.22 (12.74)Other Comprehensive Income Employee Benefits Liability 0.39 0.66 Net deferred tax asset at the end 409.70 328.33
213
Adani Enterprises Limited 25th Annual Report 2016-17
c. This note presents the reconciliation of Income Tax charged as per the Tax Rate specified in Income Tax Act, 1961 & the actual provision made in the Financial Statements as at 31st March, 2017 & 31st March, 2016 with breakup of differences in Profit as per the Financial Statements & as per Income Tax Act, 1961.
(H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016Profit Before Tax 904.60 1,055.78 Tax Rate for Corporate Entity as per Income Tax Act, 1961 34.608% 34.608%Expected Tax Expense as per Income Tax Act, 1961 313.06 365.39 Tax Effect of:
Adjustment on account of Scheme of Arrangement - (81.60)Tax concessions and tax rebates (192.51) (80.69)Expenses not allowed for tax purposes 37.01 58.32 Income exempt under tax laws (22.73) (81.49)Difference in the tax rates between entities of the group (97.92) (98.95)Adjustments for changes in estimates of deferred tax assets 34.53 19.19 Others 25.44 (22.23)
Total Tax Expense as per Statement of Profit & Loss 96.88 77.94
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
10 DEFERRED TAX ASSETS & LIABILITIES (contd.)
11 OTHER NON-CURRENT ASSETS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Unsecured, considered goodCapital Advances 438.34 198.03 68.11 Share Application Money - 7.50 - Advances recoverable for value to be received 16.72 12.96 16.43 Balances with Government Authorities 138.14 137.73 141.93 Prepaid Expenses 25.59 15.73 21.83 Other Non-Current Assets 80.46 92.75 104.91
699.25 464.70 353.21
12 INVENTORIES (Valued at lower of cost and net realisable value) (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015(As certified by management)Raw Materials 176.81 0.07 0.05 Finished / Traded Goods (note (a)) 827.85 832.42 1,082.12 Stores and Spares 647.24 467.29 84.48
1,651.90 1,299.78 1,166.65
Notes:(a) Includes Goods in Transit H212.94 Crores (31st March, 2016 : H148.41 Crores; 1st April, 2015 : H264.06 Crores)
(b) For security / hypothecation, refer notes 21 and 25.
214
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
13 CURRENT INVESTMENTS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015I. In Mutual Funds - Unquoted1 Nil (31st March, 2016 : 5,544.508, 1st April, 2015 : Nil) Units
in Religare Invesco Liquid Fund-Direct-Growth of H1000 each - 1.14 -
2 5,554.34 (31st March, 2016 : 11,436.613, 1st April, 2015 : Nil) Units in Birla Sun Life Cash Plus-Direct-Growth of H100 each
0.14 0.28 -
3 50,977.47 (31st March, 2016 : 48.208, 1st April, 2015 : Nil) Units in Reliance Liquidity Fund-Direct-Growth of H1000 each
20.14 0.01 -
4 36,18,263.58 (31st March, 2016 : 25,00,392.574, 1st April, 2015 : Nil) Units in JM High Liquidity Fund-Direct-Growth of H10 each
16.10 10.36 -
5 Nil (31st March, 2016 : 73,890.382, 1st April, 2015 : 30,712.179) Units in SBI Premier Liquid Fund-Direct-Growth of H1000 each
- 17.60 6.75
6 832.072 (31st March, 2016 : 41.714, 1st April, 2015 : Nil) Units in Axis Liquid Fund-Direct-Growth of H1000 each
0.15 0.01 -
7 Nil (31st March, 2016 : 1,146.55, 1st April, 2015 : Nil) Units in Reliance Liquid Fund-Cash Plus-Direct-Growth of H1000 each
- 0.28 -
8 11,345.973 (31st March, 2016 : 948.098, 1st April, 2015 : Nil) Units in Reliance Liquid Fund-Treasury Plan-Direct-Growth of H1000 each
4.49 0.35 -
9 2,61,485.006 (31st March, 2016 : Nil, 1st April, 2015 : Nil) Units in DHFL Pramerica Insta Cash Plus Fund-Direct Plan-Growth Option of H10 each
5.53 - -
10 29,042.464 (31st March, 2016 : Nil, 1st April, 2015 : Nil) Units in Invesco India Liquid Fund-Direct Plan-Growth Option of H10 each
6.47 - -
11 2,00,20,594.269 (31st March, 2016 : Nil, 1st April, 2015 : Nil) Units in SBI Short Term Debt Fund-Regular Plan-Growth Option of H10 each
37.84 - -
12 23,328.873 (31st March, 2016 : Nil, 1st April, 2015 : Nil) Units in SBI Ultra Short Term Debt Fund-Regular Plan-Growth Option of H1000 each
4.90 - -
13 Nil (31st March, 2016 : Nil, 1st April, 2015 : 1,40,00,000) Units in Reliance Fixed Horizon Fund-Direct Plan-Growth Option of H10 each
- - 15.49
14 Nil (31st March, 2016 : Nil, 1st April, 2015 : 59,52,506.73) Units in Reliance Short Term Fund - Monthly Dividend Plan of H10 each
- - 6.55
15 Nil (31st March, 2016 : Nil, 1st April, 2015 : 7,332.562) Units in Reliance Liquid Fund Cash Plan-Direct-Growth Plan of H1000 each
- - 2.50
II. In Bonds - Unquoted1 10 (31st March, 2016 : 10, 1st April, 2015 : 10) 11.80% LVB-Tier-
II 2024 Bonds of Laxmi Vilas Bank Ltd. of H10,00,000 each 1.00 1.00 1.00
96.76 31.03 32.29 Aggregate amount of quoted investments - - - Aggregate amount of unquoted investments 96.76 31.03 32.29
215
Adani Enterprises Limited 25th Annual Report 2016-17
14 TRADE RECEIVABLES (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Unsecured, considered good 12,741.75 10,187.46 13,258.89 Unsecured, considered doubtful 41.67 14.30 28.24
12,783.42 10,201.76 13,287.13 Provision for doubtful receivables (41.67) (14.30) (28.24)
12,741.75 10,187.46 13,258.89
Notes:(a) For dues from the related party, refer note 40.
(b) For security / hypothecation, refer note 21 and 25.
16 OTHER BALANCES WITH BANKS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Deposits with original maturity of more than three months but less than twelve months
375.90 137.06 206.27
Earmarked balances In unclaimed dividend accounts 0.34 0.62 0.39 Margin Money Deposits (lodged against Bank Guarantee, Buyer’s Credit, Cash Credit and Letter of Credit)
342.27 435.58 199.43
718.51 573.26 406.09
15 CASH AND CASH EQUIVALENTS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Balances with banks: - In current accounts 575.24 375.50 554.88 - In deposit accounts 403.52 589.79 556.60 Cheques / Drafts on hand 17.05 0.02 15.12 Cash on hand 0.77 0.93 0.85
996.58 966.24 1,127.45
Disclosure of Specified Bank Notes :In accordance with the MCA notification G.S.R. 308(E) dated 30th March, 2017 details of Specified Bank Notes (SBN) and Other Denomination Notes (ODN) held and transacted during the period from 8th November 2016 to 30th December 2016, is given below :
(H in Crores)Particulars SBNs ODNs TotalClosing cash on hand as at 8th November, 2016 0.42 0.56 0.98 (+) Permitted Receipts 0.41 6.89 7.30 (-) Permitted Payments - - - (-) Amount Deposited in Banks 0.83 6.74 7.57 Closing cash 0n hand as at 30th December, 2016 - 0.71 0.71
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
216
18 OTHER CURRENT FINANCIAL ASSETS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Unsecured, considered goodSecurity and Other Deposits 55.97 63.41 32.92 Interest accrued 53.61 67.51 47.86 Unbilled Revenue 249.44 214.56 72.75 Derivative Assets 9.79 0.12 - Financial Assets under Service Concession Arrangements 20.47 - - Other Current Financial Assets 40.40 11.45 4.01
429.68 357.05 157.54
19 OTHER CURRENT ASSETS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Unsecured, considered goodPrepaid Expenses 106.12 84.49 152.20 Balances with Government Authorities 78.92 82.63 123.31 Other Current Assets 17.64 12.09 3.60 Advances recoverable for value to be receivedUnsecured, considered good 1,385.75 1,193.63 1,076.41 Unsecured, considered doubtful 14.09 22.49 23.33
1,399.84 1,216.12 1,099.74 Provision for doubtful advances (14.09) (22.49) (23.33)
1,385.75 1,193.63 1,076.41 1,588.43 1,372.84 1,355.52
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
17 CURRENT LOANS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Unsecured, considered goodLoan to Employees 4.72 0.02 0.01 Loan to Others 3,930.35 6,549.00 4,938.75
3,935.07 6,549.02 4,938.76
(for dues from the related party, refer note 40)
217
Adani Enterprises Limited 25th Annual Report 2016-17
20 EQUITY SHARE CAPITAL (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015AUTHORISED4,85,92,00,000 (31st March, 2016: 4,85,92,00,000, 1st April, 2015: 4,85,92,00,000) Equity Shares of H1/- each
485.92 485.92 485.92
45,00,000 (31st March, 2016: 45,00,000, 1st April, 2015: 45,00,000) Preference Shares of H10/- each
4.50 4.50 4.50
490.42 490.42 490.42 ISSUED, SUBSCRIBED & FULLY PAID-UP1,09,98,10,083 (31st March, 2016: 1,09,98,10,083, 1st April, 2015: 1,09,98,10,083) Equity Shares of H1/- each
109.98 109.98 109.98
109.98 109.98 109.98
(a) Reconciliation of the Number of Shares Outstanding
Equity Shares As at 31st March, 2017 As at 31st March, 2016Nos. H In Crores Nos. H In Crores
At the beginning of the year 1,09,98,10,083 109.98 1,09,98,10,083 109.98 At the end of the year 1,09,98,10,083 109.98 1,09,98,10,083 109.98
(b) Rights, Preferences and Restrictions attached to each class of shares The Company has only one class of Equity Shares having a par value of H1/- per share and each holder of the Equity Shares
is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting, except in case of Interim Dividend.
In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of shares held by the shareholders.
(c) Details of shareholders holding more than 5% shares in the Company
Name of the Shareholders As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015Nos. % Holding Nos. % Holding Nos. % Holding
Equity shares of H1 each fully paidShri Gautam S. Adani / Shri Rajesh S. Adani (on behalf S. B. Adani Family Trust)
62,11,97,910 56.48% 62,11,97,910 56.48% 62,11,97,910 56.48%
Adani Properties Pvt. Ltd. - - 9,94,91,719 9.05% 9,94,91,719 9.05%Parsa Kente Rail Infra LLP 9,94,91,719 9.05% - - - -Shri Vinod Shantilal Adani - - 9,07,49,100 8.25% 9,07,49,100 8.25%
72,06,89,629 65.53% 81,14,38,729 73.78% 81,14,38,729 73.78%
As per records of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interests, the above shareholding represents both legal and beneficial ownerships of shares.
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
218
21 LONG TERM BORROWINGS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015SECURED10.20% Redeemable Non Convertible Debentures 148.83 - - Term Loans from Banks 5,023.08 4,082.99 2,705.16 Term Loans from Financial Institutions 998.33 1,164.41 1,089.91 Borrowings under Letter of Credit Facilities 776.67 17.45 - Vehicle Loans - 0.02 0.08 UNSECURED11.85% Redeemable Non Convertible Debentures - - 1,200.00 Inter Corporate Loans 1,004.44 1,227.17 0.03 Term Loan from Banks 1,046.97 517.00 - Term Loan from Financial Institutions 175.00 - -
9,173.32 7,009.04 4,995.18 The above amount includes :Secured borrowings 6,946.91 5,264.87 3,795.15 Unsecured borrowings 2,226.41 1,744.17 1,200.03
9,173.32 7,009.04 4,995.18
Notes :
(a) Non Convertible Debentures of H148.83 Crores issued by the Company are secured by subservient charge on entire current assets and movable fixed assets of the Company except assets pertaining to mining business, repayable after two years and one month from the year ended 31st March, 2017.
(b) Above facilities are secured by :
1 Hypothecation/Mortgage of respective immovable and movable assets both present and future by way of charge (First/Second/Subservient) ranking pari-passu among the Banks/Financial Institutions by 28 entities of the Group.
2 Pledge of equity shares of 2 subsidiaries through execution of pledge agreement.
(c) Unsecured Loans from Bank of H1046.97 Crores and from Financial Institution of H175.00 Crores are repayable in June 2018 and February 2019 respectively.
(d) The above loans carry interest rate ranging 5% to 13% p.a.
(e) The above notes are given in summarised general form for the sake of brevity. Detailed terms could be better viewed, when referred from the respective financial statements.
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
22 OTHER NON-CURRENT FINANCIAL LIABILITIES (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Retention Money 70.23 44.23 40.70 Long Term Deposits from Customers and Others 200.80 682.08 415.89 Obligations under Lease Land 381.15 306.96 - Other Non-Current Financial Liabilities 699.42 - 7.63
1,351.60 1,033.27 464.22
219
Adani Enterprises Limited 25th Annual Report 2016-17
23 LONG TERM PROVISIONS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Provision for Employee Benefits 37.87 27.89 33.49 Asset Retirement Obligation (Refer note (a)) 6.03 5.23 4.85 Other Long Term Provisions - 10.46 -
43.90 43.58 38.34
Note (a) : (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016Opening Balance 5.23 4.85 Add : Additions during the year 0.80 0.38 Less :Utilised / (Settled) during the year - - Closing Balance 6.03 5.23
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
24 OTHER NON-CURRENT LIABILITIES (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Advances from Customers 1.90 52.00 - Deferred Government Grants 82.32 11.81 8.06 Unearned Income under Long Term Land Lease 33.24 95.56 -
117.46 159.37 8.06
25 SHORT TERM BORROWINGS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015SECUREDBanks (Note (a)) 5,652.07 5,592.36 8,276.10 Borrowings under Letters of Credit Facilities (Note (b)) 303.59 - - Buyer's Credit Against Working Capital (Note (c)) 1,693.52 958.68 1,135.34 Financial Institutions - - 755.36 UNSECUREDBanks 559.71 1,247.98 220.00 Commercial Paper 2,150.00 1,665.00 750.00 Overdraft Facility from Banks 1.23 135.52 0.03 Other Loans and Advances 319.76 1,406.45 2,846.72
10,679.88 11,005.99 13,983.55 The above amount includes :Secured borrowings 7,649.18 6,551.04 10,166.80 Unsecured borrowings 3,030.70 4,454.95 3,816.75
10,679.88 11,005.99 13,983.55
220
26 TRADE PAYABLES (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Acceptances 900.52 152.25 737.46 Trade payables - Micro, small and medium enterprises 0.03 0.04 - - Others 7,654.48 5,194.28 6,007.58
8,555.03 5,346.57 6,745.04
(for dues to related parties, refer note 40)
Notes:(a) Secured by
1. Hypothecation of current and movable assets both present & future of 5 entities of the Group by way of first charge ranking pari passu among the banks as agreed with individual lending banks. (Set out in their banking facilities arrangement letters)
2. First pari passu charge on inventories, book debts. other receivables and materials purchased under the facility.
(b) Borrowings under letters of credit facilities are secured against fixed deposits and also against movable and Immovable assets of the 2 entities of the Group including project assets both present and future.
(c) The facilities secured by the margin money deposits and secured by hypothecation of current assets both present & future by way of first charge ranking pari passu by 4 entities of the Group.
(d) The above loans carry interest rate ranging 5% to 13% p.a.
(e) The above notes are given in summarised general form for the sake of brevity. Detailed terms could be better viewed, when referred from the respective financial statements.
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
27 OTHER CURRENT FINANCIAL LIABILITIES (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Current Maturities of Long Term Debt - Secured Redeemable Non Convertible Debentures - - 900.00 - Term Loan - Bank/Financial institutions -Secured (Refer note 21)
992.51 894.26 911.68
- Term Loan - Bank/Financial institutions - Unsecured - 110.00 - - Inter Corporate Loan - Unsecured - 150.00 150.00 - Vehicle Loans - 0.06 0.11 Unpaid Dividends - Equity Shares (not due for credit to Investors Education & Protection Fund)
0.34 0.62 0.39
Interest accrued but not due 102.67 110.16 245.44 Capital Creditors and Other Payables 381.58 880.59 112.87 Deposits from Customers & Others 1.22 0.17 0.12 Derivative Liabilities 218.84 80.15 38.24 Retention Money 108.03 50.26 0.13
1,805.19 2,276.27 2,358.98
(for dues to related parties, refer note 40)
25 SHORT TERM BORROWINGS (contd.)
221
Adani Enterprises Limited 25th Annual Report 2016-17
28 OTHER CURRENT LIABILITIES (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Advances from Customers 1,035.05 1,197.19 562.63 Statutory Current Liabilities (including TDS, VAT, PF and others) 62.41 64.30 57.37 Deferred Government Grants 5.44 1.63 1.25 Income Received in Advance 13.40 0.08 0.12
1,116.30 1,263.20 621.37
(for dues to related parties refer note 40)
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
29 SHORT TERM PROVISIONS (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Provision for Employee Benefits 15.67 16.64 19.54 Provision for Minimum Work Programme (Refer note (a)) 22.32 23.00 104.56
37.99 39.64 124.10
Note (a) : (H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016Opening Balance 23.00 104.56 Add : Additions during the year - 17.23 Less : Utilised / (Settled) during the year - (99.62)Add / (Less) : Exchange rate difference (0.68) 0.83 Closing Balance 22.32 23.00
222
30 REVENUE FROM OPERATIONS (H in Crores)Particulars For the year ended
31st March, 2017For the year ended 31st March, 2016
Sale of Products 35,245.43 32,160.73 Sale of Services 1,982.68 1,702.10 Other Operating Revenue - Insurance Claims Received 3.00 2.43 - Profit from Partnership Firm 0.03 - - Other Operating Income 82.56 143.12
37,313.70 34,008.38
31 OTHER INCOME (H in Crores)Particulars For the year ended
31st March, 2017For the year ended 31st March, 2016
Interest Income - from Banks 24.41 45.38 - from Others 613.19 728.59 Dividend Income - Non-Current Investments - 174.51 - Current Investments 3.78 2.65 Gain on Foreign Exchange Variation (net) 2.93 10.16 Gain on Sale of : - Non-Current Investments 0.11 - - Current Investments 14.01 6.31 - Property, Plant & Equipments 2.68 16.17 Bad Debt Recovery - 0.04 Gain of Commodities hedging 40.12 35.92 Other Miscellaneous Income 28.72 87.64 Liabilities no longer required written back 5.94 8.95 Rent Income 5.35 5.65 Sale of Scrap 1.50 0.31
742.74 1,122.28
32 COST OF MATERIALS CONSUMED (H in Crores)Particulars For the year ended
31st March, 2017For the year ended 31st March, 2016
Raw Material consumedOpening Stock 0.07 0.05 Add : Purchases during the year 678.09 635.51 Less : Closing Stock 176.81 0.07
501.35 635.49
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
223
Adani Enterprises Limited 25th Annual Report 2016-17
33 CHANGES IN INVENTORIES OF FINISHED GOODS AND STOCK-IN-TRADE (H in Crores)Particulars For the year ended
31st March, 2017For the year ended 31st March, 2016
Opening Stock - Finished Gooods / Stock in Trade 832.42 1,058.63 Closing Stock - Finished Goods / Stock in Trade 827.86 832.42
4.56 226.21
35 FINANCE COSTS (H in Crores)Particulars For the year ended
31st March, 2017For the year ended 31st March, 2016
Interest 1,409.11 1,140.42 Bank Commission / Charges 205.86 148.84 Net (Gain) / Loss on foreign currency transactions and translations (considered as finance costs)
(42.23) 67.73
1,572.74 1,356.99
36 OPERATING AND OTHER EXPENSES (H in Crores)Particulars For the year ended
31st March, 2017For the year ended 31st March, 2016
Operating and Manufacturing 1,836.87 1,578.75 Excise Duty 75.44 76.55 Rent & Infrastructure Usage Charges 52.44 35.12 Rates & Taxes 25.61 21.45 Communication Expenses 14.19 11.08 Stationery & Printing Expenses 3.69 3.22 Repairs to: Buildings 5.93 7.30 Plant & Machinery 4.13 3.53 Others 37.11 37.74
47.17 48.57 Electric Power Expenses 8.58 7.50 Insurance Expenses 17.70 15.68 Legal and Professional Fees 110.27 105.75 Payment to Auditors 2.69 2.41 Office Expenses 20.09 18.53 Security Charges 4.39 4.63 Directors Sitting Fees 0.41 0.57 Commission (Non-Executive Directors) 0.46 0.50
34 EMPLOYEE BENEFIT EXPENSES (H in Crores)Particulars For the year ended
31st March, 2017For the year ended 31st March, 2016
Salaries & Bonus 477.79 478.93 Contributions to Provident & Other Funds 31.84 24.00 Staff Welfare Expenses 29.31 24.99
538.94 527.92
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
224
37 EXCEPTIONAL ITEMS (H in Crores)Particulars For the year ended
31st March, 2017For the year ended 31st March, 2016
Unsuccessful Exploration / Projects Cost (Note (a)) (60.97) (71.41)Gain on disposal of subsidiary (Note (b)) - 13.10 Gain on disposal of associates (Note (c)) 87.92 - Written off Assam Block (Note (d)) - (3.52)
26.95 (61.83)
(a) Unsuccessful Exploration / Projects Cost include :
i) Loss of H60.97 Crores (31st March, 2016 : H54.24 Crores) due to abandonment of certain projects by one of the subsidiary, Adani Gas Ltd on account of denial of permission by the regulatory authority
ii) Loss of HNil (31st March, 2016 : H17.17 Crores) expensed by one of the subsidiary, Adani Welspun Exploration Ltd on account of unsuccessful exploration cost on abortive projects
(b) Gain of HNil (31st March, 2016 : H13.10 Crores) for the year represents gain on disinvestment of 100% stake in subsidiary Adani Infra (India) Ltd.
(c) Gain of H87.92 Crores (31st March, 2016 : HNil) for the year represents gain on sale of 26% stake in two associate entities Adani Kandla Bulk Terminal Pvt. Ltd. & Adani Murmugao Port Terminal Pvt. Ltd.
(d) Loss of HNil (31st March, 2016 : H3.52 Crores) is an incremental provision for Unfinished Minimum Work Program towards Assam Block.
36 OPERATING AND OTHER EXPENSES (H in Crores)Particulars For the year ended
31st March, 2017For the year ended 31st March, 2016
Loss on Sale of Assets 11.86 16.82 Loss from Partnership Firm - 0.01 Clearing & Forwarding Expenses 623.75 922.62 Manpower Services 35.10 1.82 Supervision & Testing Expenses 8.13 12.05 Donation 2.69 3.84 Advertisement and Selling Expenses 109.07 166.73 Bad Debts / Advances written off 7.02 6.88 Provision for Doubtful Debts / Advance 21.46 (14.33)Travelling & Conveyance Expenses 43.32 38.74 Net Exchange Rate difference non financing activity 90.85 214.31 Miscellaneous Expenses 63.70 91.87
3,236.95 3,391.67
38 FINANCIAL INSTRUMENTS AND RISK REVIEW
(a) Accounting Classification and Fair Value Hierarchy
Financial Assets and Liabilities : The Group’s principal financial assets include loans and trade receivables, cash and cash equivalents and other receivables.
The Group’s principal financial liabilities comprise of borrowings, provisions, trade and other payables. The main purpose of these financial liabilities is to finance the Group’s operations and projects.
Fair Value Hierarchy : The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either
observable or unobservable and consists of the following three levels:
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
(contd.)
225
Adani Enterprises Limited 25th Annual Report 2016-17
Level-1 : Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level-2 : Inputs are other than quoted prices included within Level-1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level-3 : Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on the assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.
The following tables summarises carrying amounts of financial instruments by their categories and their levels in fair value hierarchy for each year end presented..
As at 31st March, 2017 : (H in Crores)Particulars FVTPL FVTOCI Amortised
CostTotal
Level-1 Level-2 Level-3Financial AssetsInvestments - 95.76 1.45 - 1.03 98.24 Trade Receivables - - - - 12,741.75 12,741.75 Cash and Cash Equivalents - - - - 996.58 996.58 Other Bank Balances - - - - 718.51 718.51 Loans - - - - 4,911.01 4,911.01 Derivative Assets - 9.79 - - - 9.79 Other Financial Assets - - - - 1,241.21 1,241.21 Total - 105.55 1.45 - 20,610.09 20,717.09 Financial LiabilitiesBorrowings - - - - 20,845.71 20,845.71Trade Payables - - - - 8,555.03 8,555.03 Derivative Liabilities - 218.85 - - - 218.85 Other Financial Liabilities - - - - 1,945.44 1,945.44 Total - 218.85 - - 31,346.18 31,565.03
As at 31st March, 2016 : (H in Crores)Particulars FVTPL FVTOCI Amortised
CostTotal
Level-1 Level-2 Level-3Financial AssetsInvestments - 30.03 1.45 - 1.03 32.51 Trade Receivables - - - - 10,187.46 10,187.46 Cash and Cash Equivalents - - - - 966.24 966.24 Other Bank Balances - - - - 573.26 573.26 Loans - - - - 6,556.86 6,556.86 Derivative Assets - 0.12 - - - 0.12 Other Financial Assets - - - - 776.43 776.43 Total - 30.15 1.45 - 19,061.28 19,092.88 Financial LiabilitiesBorrowings - - - - 19,169.35 19,169.35 Trade Payables - - - - 5,346.57 5,346.57 Derivative Liabilities - 80.15 - - - 80.15 Other Financial Liabilities - - - - 2,075.07 2,075.07 Total - 80.15 - - 26,590.99 26,671.14
38 FINANCIAL INSTRUMENTS AND RISK REVIEW (contd.)
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
226
38 FINANCIAL INSTRUMENTS AND RISK REVIEW (contd.)
As at 1st April, 2015 : (H in Crores)Particulars FVTPL FVTOCI Amortised
CostTotal
Level-1 Level-2 Level-3Financial AssetsInvestments - 31.29 1.45 - 1.03 33.77 Trade Receivables - - - - 13,258.89 13,258.89 Cash and Cash Equivalents - - - - 1,127.45 1,127.45 Other Bank Balances - - - - 406.09 406.09 Loans - - - - 9,402.11 9,402.11 Derivative Assets - - - - - - Other Financial Assets - - - - 496.01 496.01 Total - 31.29 1.45 - 24,691.58 24,724.32 Financial LiabilitiesBorrowings - - - - 20,940.52 20,940.52 Trade Payables - - - - 6,745.04 6,745.04 Derivative Liabilities - 38.24 - - - 38.24 Other Financial Liabilities - - - - 823.17 823.17 Total - 38.24 - - 28,508.73 28,546.97
Notes : (a) Investments exclude Investment in Joint Ventures and Associates.
(b) Carrying amounts of current financial assets and liabilities as at the end of the each year presented approximate the fair value because of their short term nature. Difference between carrying amounts and fair values of other non-current financial assets and liabilities subsequently measured at amortised cost is not significant in each of the year presented.
(b) Financial Risk Management Objective and Policies : The Group’s risk management activities are subject to the management direction and control under the framework of
Risk Management Policy as approved by the Board of Directors. The management ensures appropriate risk governance framework for the Group through appropriate policies and procedures and that risks are identified, measured and managed in accordance with the Group’s policies and risk objectives.
The Group is primarily exposed to risks resulting from fluctuation in market risk, credit risk and liquidity risk, which may adversely impact the fair value of its financial instruments.
(i) Market Risk Market risk is the risk of loss of future earnings, fair value or future cash flows of a financial instrument, that may result
from adverse changes in interest rate and foreign currency exchange rates.
A. Foreign Currency Exchange Risk : Since the Group operates internationally and portion of the business transacted are carried out in more than one
currency, it is exposed to currency risks through its transactions in foreign currency or where assets or liabilities are denominated in currency other than functional currency.
The Group evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies including the use of derivatives like foreign exchange forward and option contracts to hedge exposure to foreign currency risks.
For open positions on outstanding foreign currency contracts and details on unhedged foreign currency exposure, refer note 39.
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
227
Adani Enterprises Limited 25th Annual Report 2016-17
Every percentage point depreciation / appreciation in the exchange rate between the Indian Rupee and the U.S. Dollar, would have affected the Group’s profit for the year as follows:
(H in Crores)Particulars For the year ended
31st March, 2017For the year ended 31st March, 2016
Impact on profit for the year 17.90 7.18
B. Interest Risk : The Group is exposed to changes in interest rates due to its financing, investing and cash management activities. The
risks arising from interest rate movements arise from borrowings with variable interest rates. The Group manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.
The Group’s risk management activities are subject to the management, direction and control of Central Treasury Team of the Adani Group under the framework of Risk Management Policy for interest rate risk. The Group’s Central Treasury Team ensures appropriate financial risk governance framework through appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Group’s policies and risk objectives.
For Group’s total borrowings, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 50 basis point increase or decrease is used, which represents management’s assessment of the reasonably possible change in interest rate.
(H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016Total Borrowings at the year end 20,845.71 19,169.35
In case of fluctuation in interest rates by 50 basis points and all other variables were held constant, the Group’s profit for the year would increase or decrease as follows:
(H in Crores)Particulars For the year ended
31st March, 2017For the year ended 31st March, 2016
Impact on profit for the year 104.23 95.85
(ii) Credit Risk Credit risk refers to the risk that a counterparty or customer will default on its contractual obligations resulting in a loss to
the Group. Financial instruments that are subject to credit risk principally consist of Loans, Trade and Other Receivables, Cash & Cash Equivalents, Investments and Other Financial Assets. The carrying amounts of financial assets represent the maximum credit risk exposure.
Credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of counter parties on continuous basis with appropriate approval mechanism for sanction of credit limits. Credit risk from balances with banks, financial institutions and investments is managed by the Group’s treasury team in accordance with the Company’s risk management policy. Cash and cash equivalents and bank deposits are placed with banks having good reputation, good past track record and high quality credit rating and also reviews their creditworthiness on an on-going basis. .
Since the Group has a fairly diversified portfolio of receivables in terms of spread, no concentration risk is foreseen. A significant portion of the Group’s receivables are due from public sector units (which are government undertakings) and hence may not entail any credit risk.
38 FINANCIAL INSTRUMENTS AND RISK REVIEW (contd.)
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
228
38 FINANCIAL INSTRUMENTS AND RISK REVIEW (contd.)
(iii) Liquidity Risk Liquidity risk refers the risk that the Group will encounter difficulty in meeting the obligations associated with its financial
liabilities. The Group’s objective is to provide financial resources to meet its obligations when they are due in a timely, cost effective and reliable manner without incurring unacceptable losses or risking damage to the Group’s reputation. The Group monitors liquidity risk using cash flow forecasting models. These models consider the maturity of its financial investments, committed funding and projected cash flows from operations.
The tables below provide details regarding contractual maturities of significant liabilities as at the end of each year end presented.
As at 31st March, 2017 : (H in Crores)Particulars Less than
1 Year 1 to 5 Years More than
5 Years Total
Borrowings 11,672.39 5,407.68 3,765.64 20,845.71 Trade Payables 8,555.03 - - 8,555.03 Other Financial Liabilities 812.68 68.33 1,283.28 2,164.29 Total 21,040.10 5,476.01 5,048.92 31,565.03
As at 31st March, 2016 : (H in Crores)Particulars Less than
1 Year 1 to 5 Years More than
5 Years Total
Borrowings 12,160.31 3,828.13 3,180.91 19,169.35 Trade Payables 5,346.57 - - 5,346.57 Other Financial Liabilities 1,121.95 591.34 441.93 2,155.22 Total 18,628.83 4,419.47 3,622.84 26,671.14
(iv) Capital Management For the purpose of the Group’s capital management, capital includes issued capital and all other equity reserves attributable
to the equity shareholders of the Group. The primary objective of the Group when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximise shareholder value.
The Group monitors capital using gearing ratio, which is net debt (borrowings as detailed in note 21,25 and 27 less cash and bank balances) divided by total capital plus debt.
(H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016As at
1st April, 2015Total Borrowings (Refer notes 21, 25 and 27) 20,845.71 19,169.35 20,940.52 Less : Cash and Bank Balances (Refer notes 15 and 16) 1,715.09 1,539.50 1,533.54 Net Debt (A) 19,130.62 17,629.85 19,406.98 Total Equity (B) 14,698.22 13,462.84 12,136.88 Total Equity and Net Debt (C = A + B) 33,828.84 31,092.69 31,543.86 Gearing Ratio 57% 57% 62%
Management monitors the return on capital, as well as the levels of dividends to equity shareholders. The Group is not subject to any externally imposed capital requirements. No changes were made in the objectives, policies or processes for managing capital during the years ended 31st March, 2017 and 31st March, 2016
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
229
Adani Enterprises Limited 25th Annual Report 2016-17
39 DISCLOSURE REGARDING DERIVATIVE INSTRUMENTS AND UNHEDGED FOREIGN CURRENCY EXPOSURE :
(a) The outstanding foreign currency derivative contracts / options as at 31st March, 2017 in respect of various types of derivative hedge instruments and nature of risk being hedged are as follows :
(Amount in Crores)Particulars Currency Amount in Foreign
CurrencyEquivalent Indian
RupeesAmount in Foreign
CurrencyEquivalent Indian
RupeesAs at
31st March, 2017As at
31st March, 2017As at
31st March, 2016As at
31st March, 2016Imports & Other Payables
USD 32.86 2,130.96 33.46 2,216.98
Foreign Currency Loans & Interest
USD 71.44 4,632.92 50.37 3,336.97
(b) Foreign currency exposures not covered by derivative instruments or otherwise as at 31st March, 2017 are as under :
(Amount in Crores)Particulars Currency Amount in Foreign
CurrencyEquivalent Indian
RupeesAmount in Foreign
CurrencyEquivalent Indian
RupeesAs at
31st March, 2017As at
31st March, 2017As at
31st March, 2016As at
31st March, 2016Packing Credit Forward Contract
USD 0.77 49.93 0.44 29.32
Foreign Letter of Credit/Buyers Credit
EUR 0.66 45.99 - - USD 17.71 1,148.18 2.95 195.45
Foreign Currency Loan USD 2.03 131.38 5.68 376.34 SGD 0.05 2.36 0.09 4.63
Other Payables EUR * 0.07 - - USD 0.27 17.59 0.20 13.22
Trade Payables AUD * * - - AED * 0.08 - - NZD * * - - JPY 6.80 3.94 - - SGD 0.01 0.39 0.01 0.35 EUR 0.08 5.41 * 0.02 USD 8.86 574.65 2.45 162.36
Trade Receivables AUD * 0.01 - - SGD 0.05 2.18 0.06 2.78 USD 2.03 131.52 0.87 57.44
EEFC Accounts / Cash & Cash Equivalents
SGD 0.01 0.33 0.02 1.02
Other Receivables USD - - 0.01 0.98 EUR - - * 0.02
(Amounts below 50,000/- denoted as *)
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
230
40 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW :
(i) Name of Related Parties & Description of Relationship
(A) Controlling Entity :
Shantilal Bhudhermal Adani Family Trust (SBAFT)
(B) Joint Control Entities :
1 Adani Wilmar Ltd. 4 Indian Oil-Adani Gas Pvt. Ltd.2 Adani Renewable Energy Park Rajasthan Ltd. 5 Vishakha Industries Pvt. Ltd.3 Adani Elbit Advanced Systems India Ltd. 6 Adani Wilmar Pte. Ltd.
(C) Associates with whom transactions done during the year : CSPGCL AEL Parsa Collieries Ltd.
(D) Key Management Personnels :
1 Mr. Gautam S. Adani, Chairman 4 Mr. Ameet H. Desai, Executive Director & CFO2 Mr. Rajesh S. Adani, Managing Director 5 Mr. Jatin Jalundhwala, Company Secretary & Sr. Vice
President (Legal)3 Mr. Pranav V. Adani, Director
(E) Non Executive Directors :
1 Mr. Hemant Nerurkar 5 Mr. Berjis Desai2 Ms. Dharmishta N Rawal 6 Mr. Venkataraman Subramanian3 Mr. Anil Ahuja 7 Ms. Vijaylaxmi Joshi4 Dr. Ravindra H. Dholakia 8 Mr. S K Tuteja
(F) Enterprises over which (A) or (D) above have significant influence :
1 Adani Properties Pvt. Ltd. 20 The Dhamra Port Company Ltd. 2 Adani Education and Research Foundation 21 Adani Warehousing Services Pvt. Ltd.3 Adani Institute for Education and Research 22 Adani Murmugao Port Terminal Pvt. Ltd.4 Adani Foundation 23 Adani Transmission Ltd. 5 Adani Power Ltd. 24 Adani Transmission (India) Ltd. 6 Adani Ports and Special Economic Zone Ltd. 25 Adani Petroleum Terminal Pvt. Ltd.7 Adani Power Maharashtra Ltd. 26 Adani Infra (India) Ltd.8 Adani Power Rajasthan Ltd. 27 Raipur – Rajnandgaon – Warora Transmission Ltd.9 Udupi Power Corporation Ltd. 28 Chhattisgarh – WR Transmission Ltd.10 Adani Hospitals Mundra Pvt. Ltd. 29 Sipat Transmission Ltd.11 Karnavati Aviation Pvt. Ltd. 30 Adani Power (Jharkhand) Ltd.12 MPSEZ Utilities Pvt. Ltd. 31 North Karanpura Transco Ltd.13 Adani Logistics Ltd. 32 Adani M2K Project LLP14 Mundra International Airport Pvt. Ltd. 33 Adani Infrastructure and Developers Pvt. Ltd.15 Adani Hazira Port Pvt. Ltd. 34 Adani Mundra SEZ Infrastructure Pvt. Ltd.16 Adani Petronet (Dahej) Port Pvt. Ltd. 35 Sarguja Rail Corridor Pvt. Ltd.17 Adani Kandla Bulk Terminal Pvt. Ltd. 36 Adani Vizag Coal Terminal Pvt. Ltd.18 Adani Township and Real Estate Company Pvt. Ltd. 37 Adani Textile Industries19 Maharashtra Eastern Grid Power Transmission
Company Ltd.
(G) Relatives of Key Management Personnel with whom transactions done during the year :
Mr. Vinod S. Adani
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
231
Adani Enterprises Limited 25th Annual Report 2016-17
(ii) Nature and Volume of Transaction with Related Parties (Transactions below H50,000/- denoted as *)
(H in Crores)Sr. No.
Nature of Transaction Name of Related Party For the year ended 31st March, 2017
For the year ended 31st March, 2016
1 Sale of Goods Adani Petronet (Dahej) Port Pvt. Ltd. 0.20 0.17 Adani Power Ltd. 6,060.40 3,726.37 Adani Power Maharashtra Ltd. 184.91 1,013.04 Adani Power Rajasthan Ltd. 1,226.04 1,314.00 Adani Wilmar Ltd. 282.28 7.16 Adani Ports and Special Economic Zone Ltd. 34.31 0.35 MPSEZ Utilities Pvt. Ltd. 6.24 4.69 Chhattisgarh – WR Transmission Ltd. - 31.52 Sipat Transmission Ltd. - 14.73 Raipur – Rajnandgaon – Warora Transmission Ltd. - 37.86 Udupi Power Corporation Ltd. 1,431.01 1,243.40 Vishakha Industries Pvt. Ltd. 0.16 - IndianOil – Adani Gas Pvt. Ltd. 1.46 -
2 Purchase of Goods Adani Power Ltd. 1,158.36 2,069.42 Adani Infra (India) Ltd. 61.30 769.10 Adani Transmission (India) Ltd. 0.01 0.57 Adani Ports and Special Economic Zone Ltd. 0.08 - Adani Power Rajasthan Ltd. 13.88 2.36 Adani Power Maharashtra Ltd. 0.59 51.00 Adani Hospitals Mundra Pvt. Ltd. 0.01 - MPSEZ Utilities Pvt. Ltd. 1.96 - Adani Wilmar Ltd. - 0.08
3 Rendering of Services(incl. reimbursement of expenses)
Adani Hazira Port Pvt. Ltd. 3.89 1.92 Adani Infra (India) Ltd. - 1.09 Adani Institute for Education and Research 0.86 0.89 Adani Education and Research Foundation - 0.06 Adani Kandla Bulk Terminal Pvt. Ltd. 0.53 0.05 Adani Logistics Ltd. 1.76 0.53 Adani Murmugao Port Terminal Pvt. Ltd. 0.29 0.16 Adani Petronet (Dahej) Port Pvt. Ltd. 1.91 1.58 Adani Ports and Special Economic Zone Ltd. 31.72 14.38 Adani Power Ltd. 137.23 71.47 Adani Power Maharashtra Ltd. 17.68 5.34 Adani Power Rajasthan Ltd. 9.38 2.57 Adani Textile Industries 0.02 0.01 Adani Transmission (India) Ltd. 2.73 1.30 Adani Transmission Ltd. - 0.14 Adani Vizag Coal Terminal Pvt. Ltd. - 0.13 The Dhamra Port Company Ltd. 3.24 1.84 Karnavati Aviation Pvt. Ltd. 0.32 0.11
40 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
232
(H in Crores)Sr. No.
Nature of Transaction Name of Related Party For the year ended 31st March, 2017
For the year ended 31st March, 2016
Maharashtra Eastern Grid Power Transmission Company Ltd.
8.40 0.90
MPSEZ Utilities Pvt. Ltd. 0.63 0.17 Udupi Power Corporation Ltd. 5.67 0.60 Adani Wilmar Ltd. 15.96 9.75 Adani Petroleum Terminal Pvt. Ltd. 1.05 - IndianOil – Adani Gas Pvt. Ltd. 6.40 - Adani Township and Real Estate Company Pvt. Ltd. 4.15 - Sarguja Rail Corridor Pvt. Ltd. 0.31 -
4 Services Availed (incl. reimbursement of expenses)
Adani Hazira Port Pvt. Ltd. 78.18 50.35 Adani Logistics Ltd. # 54.14 82.94 Adani Murmugao Port Terminal Pvt. Ltd. 9.33 - Adani Petronet (Dahej) Port Pvt. Ltd. # 50.93 102.65 Adani Ports and Special Economic Zone Ltd. # 30.62 67.58 Adani Properties Pvt. Ltd. 0.08 0.08 Adani Power Rajasthan Ltd. - 0.15 Adani Power Ltd. 2.16 - Adani Hospitals Mundra Pvt. Ltd. 0.41 - Adani Infra (India) Ltd. 123.56 86.86 MPSEZ Utilities Pvt. Ltd. 9.87 * The Dhamra Port Company Ltd. 93.64 100.61 Karnavati Aviation Pvt. Ltd. - * Mundra International Airport Pvt. Ltd. 0.46 0.40 Shantilal Budhermal Adani Family Trust - * Udupi Power Corporation Ltd. 0.60 - Adani Warehousing Services Pvt. Ltd. 0.09 - Adani Infrastructure and Developers Pvt. Ltd. 0.40 - Adani Township and Real Estate Company Pvt. Ltd. 0.71 19.28 Adani Wilmar Ltd. 0.69 0.66
5 Interest Income Adani Infra (India) Ltd. 20.73 5.48 Adani Transmission Ltd. 8.60 50.76 Adani Power Ltd. 394.70 444.55 Udupi Power Corporation Ltd. - 0.10 Vishakha Industries Pvt. Ltd. 0.58 - Adani Elbit Advanced Systems India Ltd. 0.01 -CSPGCL AEL Parsa Collieries Ltd. 0.17 0.14Adani Renewable Energy Park Rajasthan Ltd. 1.27 - Adani Infrastructure and Developers Pvt. Ltd. 9.68 4.73 Sarguja Rail Corridor Pvt. Ltd. 1.36 20.75
6 Interest Expense Adani Ports and Special Economic Zone Ltd. 187.39 149.40 Adani Properties Pvt. Ltd. 60.30 19.61 Adani Infra (India) Ltd. 11.48 0.05 Adani Renewable Energy Park Rajasthan Ltd. 0.40 - Adani Hazira Port Pvt. Ltd. 2.94 -
40 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
233
Adani Enterprises Limited 25th Annual Report 2016-17
40 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)
(H in Crores)Sr. No.
Nature of Transaction Name of Related Party For the year ended 31st March, 2017
For the year ended 31st March, 2016
Adani Petronet (Dahej) Port Pvt. Ltd. 2.94 - Adani Kandla Bulk Terminal Pvt. Ltd. 2.94 - The Dhamra Port Company Ltd. 2.94 - Adani Logistics Ltd. 5.22 -
7 Dividend Income Adani Ports & Special Economic Zone Ltd. - 170.76 8 Rent Income Adani Wilmar Ltd. 0.60 0.60
Chhattisgarh – WR Transmission Ltd. 0.03 0.02 Sipat Transmission Ltd. 0.03 0.02 Raipur – Rajnandgaon – Warora Transmission Ltd. 0.03 0.02 Adani Institute for Education and Research 0.45 - Adani Power Ltd. - 0.05 Adani M2K Project LLP 0.34 0.34
# Services availed from Adani Ports & Special Economic Zone Ltd., Adani Petronet (Dahej) Port Pvt. Ltd. and Adani Logistics Ltd. does not include pass through transactions.
(H in Crores)Sr. No.
Nature of Transaction Name of Related Party For the year ended 31st March, 2017
For the year ended 31st March, 2016
9 Rent Expense Adani Petronet (Dahej) Port Pvt. Ltd. 0.01 0.01 Adani Ports and Special Economic Zone Ltd. 139.63 26.52 Adani Properties Pvt. Ltd. 1.47 1.47 Adani Wilmar Ltd. 0.09 0.09 The Dhamra Port Company Ltd. 0.04 0.15 Adani Infrastructure and Developers Pvt. Ltd. 0.72 0.82 Mr. Rajesh S. Adani - 0.02 Mr. Vinod S. Adani - 0.02
10 Donation Adani Foundation - 2.04 11 Reimbursement
Received for Corporate House Capex Expense
Adani Ports and Special Economic Zone Ltd. 265.00 -
12 Discount Received on Prompt Payment of Bills
Adani Power Ltd. 7.90 23.19
13 Land Lease Premium Paid
Adani Ports & Special Economic Zone Ltd. - 414.40
14 Proceeds from Issue of Shares by subsidiaries to Non Controlling Interests
Adani Ports & Special Economic Zone Ltd. - 80.83
Adani Properties Pvt. Ltd. 545.81 -
15 Remuneration # Mr. Gautam S. Adani 1.95 1.87 Mr. Rajesh S. Adani 4.23 4.08 Mr. Pranav V. Adani 2.96 1.96 Mr. Ameet Desai 10.75 8.41 Mr. Jatinkumar Jalundhwala 1.45 1.21
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
234
(H in Crores)Sr. No.
Nature of Transaction Name of Related Party For the year ended 31st March, 2017
For the year ended 31st March, 2016
16 Commission to Non-Executive Directors
Mr. S K Tuteja 0.02 0.10 Mr. Hemant Nerurkar 0.14 0.05 Mr. Berjis Desai 0.17 0.10 Mr. Venkataraman Subramanian 0.08 - Ms. Vijaylaxmi Joshi 0.04 - Ms. Dharmishta N Rawal - 0.10 Dr. Ravindra H. Dholakia - 0.14
17 Sale of Assets Adani Transmission Ltd. - 0.03 Udupi Power Corporation Ltd. 0.06 0.04 Adani Power Ltd. * 0.09 Adani Petronet (Dahej) Port Pvt. Ltd. * - Maharashtra Eastern Grid Power Transmission Company Ltd.
* -
Chhattisgarh – WR Transmission Ltd. 0.01 - Raipur – Rajnandgaon – Warora Transmission Ltd. 0.01 - Adani Power (Jharkhand) Ltd. 0.02 - Sipat Transmission Ltd. * -
# It does not include Provision for Leave Encashment and Gratuity as it is provided in the books on the basis of actuarial valuation for the Group as a whole and hence individual figures cannot be identified.
(H in Crores)Sr. No.
Nature of Transaction Name of Related Party For the year ended 31st March, 2017
For the year ended 31st March, 2016
18 Directors Sitting Fees Mr. Hemant Nerurkar 0.03 0.03 Ms. Dharmishta N Rawal * 0.04 Mr. Anil Ahuja 0.02 0.03 Dr. Ravindra H. Dholakia 0.01 0.03 Mr. Berjis Desai 0.01 * Mr. Venkataraman Subramanian 0.01 - Ms. Vijaylaxmi Joshi * - Mr. S K Tuteja - 0.03
19 Purchase of Assets Adani Power Maharashtra Ltd. - 5.76 Vishakha Industries Pvt. Ltd. 86.54 -
20 Borrowings (Loan Taken) Addition
Adani Ports and Special Economic Zone Ltd. 883.49 503.09 Adani Properties Pvt. Ltd. 1,239.88 910.54 Adani Infra (India) Ltd. 1,050.65 20.05 Adani Logistics Ltd. 340.00 - Adani Renewable Energy Park Rajasthan Ltd. 78.96 -
21 Borrowings (Loan Repaid) Reduction
Adani Ports and Special Economic Zone Ltd. 2,238.86 212.59 Adani Properties Pvt. Ltd. 938.63 207.38 Adani Infra (India) Ltd. 1,054.70 16.00 Adani Logistics Ltd. 340.00 - Adani Renewable Energy Park Rajasthan Ltd. 259.22 -
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
40 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)
235
Adani Enterprises Limited 25th Annual Report 2016-17
(H in Crores)Sr. No.
Nature of Transaction Name of Related Party For the year ended 31st March, 2017
For the year ended 31st March, 2016
22 Loans Given Adani Infra (India) Ltd. 2,421.70 163.39 Adani Power Ltd. 1,171.17 6,831.36 Adani Mundra SEZ Infrastructure Pvt. Ltd. 45.86 - Adani Renewable Energy Park Rajasthan Ltd. 78.30 - Adani Elbit Advanced Systems India Ltd. 0.50 -CSPGCL AEL Parsa Collieries Ltd. 0.38 0.33Adani Infrastructure and Developers Pvt. Ltd. 102.71 66.04 Sarguja Rail Corridor Pvt. Ltd. 45.27 19.46
23 Loans Received Back Adani Transmission Ltd. 235.40 847.16 Adani Infra (India) Ltd. 1,629.24 136.75 Adani Power Ltd. 4,220.65 6,665.71 Adani Renewable Energy Park Rajasthan Ltd. 84.31 - Adani Infrastructure and Developers Pvt. Ltd. 30.00 42.75 Sarguja Rail Corridor Pvt. Ltd. 187.24 -
24 Purchase or Subscription of Investments
Adani Kandla Bulk Terminal Pvt. Ltd. - 26.00 Adani Renewable Energy Park Rajasthan Ltd. 40.26 - Adani Elbit Advanced Systems India Ltd. 0.01 -Adani Properties Pvt. Ltd. 0.07 -
25 Sale or Redemption of Investments
Adani Ports and Special Economic Zone Ltd. 61.34 - Adani Properties Pvt. Ltd. - 45.30 Mr. Rajesh S. Adani * - The Dhamra Port Company Ltd. - 0.05
26 Advances/Deposit Received
Adani Ports & Special Economic Zone Ltd. - 852.00
27 Transfer-out of Employee Liabilities
Adani Infra (India) Ltd. - 0.32 Adani Power Ltd. 0.31 - Adani Transmission Ltd. 0.03 0.01 Adani Transmission (India) Ltd. 0.03 - Adani Ports and Special Economic Zone Ltd. 0.03 - Adani Wilmar Ltd. 0.18 1.07 Adani Township and Real Estate Company Pvt. Ltd. 0.03 - Sarguja Rail Corridor Pvt. Ltd. 0.06 -
28 Transfer-in of Employee Liabilities
Adani Ports and Special Economic Zone Ltd. 0.11 - Adani Power Ltd. 0.10 - Adani Wilmar Ltd. 0.07 - Sarguja Rail Corridor Pvt. Ltd. - *
29 Transfer-out of Employee Loans and Advances
Adani Infra (India) Ltd. 1.67 0.05 Adani Ports and Special Economic Zone Ltd. 0.06 * Adani Power Ltd. 1.49 0.04 Adani Power Maharashtra Ltd. 0.43 0.01 Adani Power Rajasthan Ltd. 0.53 0.02 Adani Transmission Ltd. 0.06 *
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
40 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)
236
(H in Crores)Sr. No.
Nature of Transaction Name of Related Party For the year ended 31st March, 2017
For the year ended 31st March, 2016
Udupi Power Corporation Ltd. 0.10 - Adani Renewable Energy Park Rajasthan Ltd. 0.02 - Maharashtra Eastern Grid Power Transmission Company Ltd.
0.20 -
Adani Wilmar Ltd. 0.06 - Adani Township and Real Estate Company Pvt. Ltd. 0.10 - Adani Vizag Coal Terminal Pvt. Ltd. 0.01 -
30 Transfer-in of Employee Loans and Advances
Adani Ports and Special Economic Zone Ltd. 0.11 0.03 Adani Power Rajasthan Ltd. 0.04 - Adani Power Maharashtra Ltd. 0.04 0.01 Adani Infra (India) Ltd. 0.39 * Adani Power Ltd. 0.11 0.02 Udupi Power Corporation Ltd. 0.03 - Adani Renewable Energy Park Rajasthan Ltd. 0.05 -
CLOSING BALANCES WITH RELATED PARTIES(H in Crores)
Sr. No.
Nature of Transaction Name of Related Party As At 31st March, 2017
As At 31st March, 2016
31 Other Current Assets Adani Infra (India) Ltd. 8.46 * Adani Institute for Education and Research 0.03 - Adani Vizag Coal Terminal Pvt. Ltd. 0.01 - Adani Power Ltd. 861.02 683.06 Adani Power Maharashtra Ltd. 0.41 1.29 Adani Power Rajasthan Ltd. 0.80 0.01 Adani Ports and Special Economic Zone Ltd. 0.04 - Adani Transmission Ltd. 0.06 - Maharashtra Eastern Grid Power Transmission Company Ltd.
0.20 -
Udupi Power Corporation Ltd. 0.08 - Adani Renewable Energy Park Rajasthan Ltd. 0.02 - Adani Wilmar Ltd. 0.02 -
32 Other Non Current Assets
Adani Infra (India) Ltd. 75.75 - Adani Logistics Ltd. 4.84 - Adani Ports and Special Economic Zone Ltd. 3.21 3.21
33 Other Current Liabilities
Adani Hazira Port Pvt. Ltd. 28.17 - Adani Kandla Bulk Terminal Pvt. Ltd. 28.00 - Adani Logistics Ltd. 0.43 0.26 Adani Petronet (Dahej) Port Pvt. Ltd. 28.00 - Adani Power Ltd. 0.75 - Adani Ports and Special Economic Zone Ltd. 354.03 1,121.16 Chhattisgarh – WR Transmission Ltd. * - The Dhamra Port Company Ltd. 28.15 - Maharashtra Eastern Grid Power Transmission Company Ltd.
0.30 -
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
40 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)
237
Adani Enterprises Limited 25th Annual Report 2016-17
(H in Crores)Sr. No.
Nature of Transaction Name of Related Party As At 31st March, 2017
As At 31st March, 2016
Sipat Transmission Ltd. * - Adani Wilmar Ltd. 10.79 - Adani Properties Pvt. Ltd. * - Adani Hospitals Mundra Pvt. Ltd. 0.15 - Adani Warehousing Services Pvt. Ltd. 0.09 - North Karanpura Transco Ltd. 0.01 -
34 Other Current Financial Assets
Adani Power Ltd. * - Adani Ports and Special Economic Zone Ltd. 4.83 6.54 MPSEZ Utilities Pvt. Ltd. 1.08 - Adani Properties Pvt. Ltd. 1.30 76.30 Adani Petronet (Dahej) Port Pvt. Ltd. - 0.01 Adani Power Maharashtra Ltd. 11.96 - Adani Wilmar Ltd. - 0.09
35 Trade Receivables Adani Hazira Port Pvt. Ltd. - 0.24 Adani Infra (India) Ltd. 2.26 0.89 Adani Institute for Education and Research 2.02 0.72 Adani Kandla Bulk Terminal Pvt. Ltd. 0.19 0.01 Adani Logistics Ltd. 5.84 - Adani Vizag Coal Terminal Pvt. Ltd. - 0.03 Adani Petronet (Dahej) Port Pvt. Ltd. 1.43 0.14 Adani Power Ltd. 2,923.88 1,107.31 Adani Power Maharashtra Ltd. 399.20 856.55 Adani Power Rajasthan Ltd. 1,093.93 847.43 Adani Ports and Special Economic Zone Ltd. 25.80 - Adani Transmission (India) Ltd. 0.36 0.68 Adani Transmission Ltd. - 0.01 Chhattisgarh – WR Transmission Ltd. - 31.93 The Dhamra Port Company Ltd. 1.79 0.19 Karnavati Aviation Pvt. Ltd. 0.09 0.03 Maharashtra Eastern Grid Power Transmission Company Ltd.
- 0.51
MPSEZ Utilities Pvt. Ltd. 0.57 0.02 Sipat Transmission Ltd. - 14.93 Raipur – Rajnandgaon – Warora Transmission Ltd. - 38.34 Udupi Power Corporation Ltd. 701.56 213.98 Adani Wilmar Ltd. 0.48 2.86 IndianOil – Adani Gas Pvt. Ltd. 0.52 - Adani Township and Real Estate Company Pvt. Ltd. 4.74 *Adani Petroleum Terminal Pvt. Ltd. 1.21 - Adani M2K Project LLP * 0.03 CSPGCL AEL Parsa Collieries Ltd. 3.44 3.44Adani Infrastructure and Developers Pvt. Ltd. 0.01 0.01 Sarguja Rail Corridor Pvt. Ltd. 0.32 -
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
40 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)
238
(H in Crores)Sr. No.
Nature of Transaction Name of Related Party As At 31st March, 2017
As At 31st March, 2016
36 Trade Payables (including provisions)
Adani Hazira Port Pvt. Ltd. 35.42 41.35 Adani Infra (India) Ltd. 3.67 433.04 Adani Logistics Ltd. 31.83 54.35 Adani Petronet (Dahej) Port Pvt. Ltd. 20.92 31.67 Adani Power Ltd. 70.97 86.12 Adani Power Maharashtra Ltd. 11.47 57.08 Adani Power Rajasthan Ltd. - 2.50 Adani Ports and Special Economic Zone Ltd. 76.50 174.16 Adani Transmission (India) Ltd. 0.03 - Adani Transmission Ltd. 0.03 0.01 The Dhamra Port Company Ltd. 35.55 57.47 Udupi Power Corporation Ltd. 0.94 0.13 Adani Renewable Energy Park Rajasthan Ltd. 0.05 - Adani Wilmar Ltd. 0.32 0.20 Mundra International Airport Pvt. Ltd. 0.39 0.42 Adani Hospitals Mundra Pvt. Ltd. 0.11 - Mr. Rajesh S. Adani 1.00 1.00 Mr. Pranav V. Adani 0.50 - Adani Infrastructure and Developers Pvt. Ltd. 0.84 0.19Adani Power (Jharkhand) Ltd. 0.13 - Adani Township and Real Estate Company Pvt. Ltd. 0.73 - Sarguja Rail Corridor Pvt. Ltd. 0.20 -
37 Non-Current Loans Adani Infra (India) Ltd. 55.60 - Adani Infrastructure and Developers Pvt. Ltd. 107.87 4.49
38 Current Loans Adani Infra (India) Ltd. 763.51 26.64 Adani Power Ltd. 1,457.08 4,506.56 Adani Transmission Ltd. - 235.40 Vishakha Industries Pvt. Ltd. 6.10 - Adani Elbit Advanced Systems India Ltd. 0.50 -CSPGCL AEL Parsa Collieries Ltd. 1.76 1.38Adani Mundra SEZ Infrastructure Pvt. Ltd. 41.16 - Adani Renewable Energy Park Rajasthan Ltd. 1.53 - Adani Infrastructure and Developers Pvt. Ltd. 4.99 35.65 Sarguja Rail Corridor Pvt. Ltd. 43.27 185.24
39 Short Term Borrowings
Adani Infra (India) Ltd. - 4.05 Adani Ports and Special Economic Zone Ltd. - 1,355.37 Adani Renewable Energy Park Rajasthan Ltd. 8.96 -
40 Long Term Borrowings Adani Properties Pvt. Ltd. 1,004.41 703.16
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
40 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)
239
Adani Enterprises Limited 25th Annual Report 2016-17
(H in Crores)Sr. No.
Nature of Transaction Name of Related Party As At 31st March, 2017
As At 31st March, 2016
41 Other Current Financial Liabilities
Adani Infra (India) Ltd. 0.08 * Adani Power Ltd. 0.06 - Adani Ports and Special Economic Zone Ltd. 10.32 15.74 Udupi Power Corporation Ltd. 0.01 - Mr. Vinod S. Adani - 0.43
42 Guarantee & Collateral Securities
Adani Power Ltd. - 287.95 Adani Power Rajasthan Ltd. 1,195.79 1,204.90 Adani Wilmar Ltd. 93.70 -
Note : Transactions with Related Parties are shown net of taxes.
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
40 AS PER IND AS 24, DISCLOSURE OF TRANSACTIONS WITH RELATED PARTIES (AS IDENTIFIED BY THE MANAGEMENT), AS DEFINED IN IND AS ARE GIVEN BELOW : (contd.)
41 SEGMENT REPORTING
(i) Primary Segment Segments have been identified in line with Indian Accounting Standard-108 “Operating Segments”, taking into account
the organisation structure as well as different risk and returns of these segments.
(ii) Secondary Segment Two Secondary Segments have been identified based on the geographical locations of customers : within India and
outside India.
Primary Segment Information : (H in crore)Particulars Trading Mining City Gas
DistributionRenewable
EnergyOthers Inter
Segment Elimination
Total
REVENUESales and Operating Earning (External)
41,859.86 2,111.66 1,162.44 497.04 3,327.28 11,644.58 37,313.7035,699.63 1,585.92 1,205.22 17.55 2,871.64 7,371.58 34,008.38
RESULTProfit before Finance Costs, Tax & Other Income
888.07 544.13 191.87 33.27 77.26 - 1,734.60907.77 170.33 207.47 9.18 (4.26) - 1,290.49
Other Income 742.741,122.28
Finance Costs 1,572.741,356.99
Net Profit before Tax 904.601,055.78
Tax Expenses 96.8877.94
Share of Profit / (Loss) of Associates
117.5321.99
Net Profit Attributable to Shareholders
925.25999.83
240
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
41 SEGMENT REPORTING (contd.)
Other Information (H in crore)Particulars Trading Mining City Gas
DistributionRenewable
EnergyOthers Unallocable Total
Segment Assets 13,594.52 10,311.89 1,064.34 5,987.57 8,485.38 8245.71 47689.41 11,072.28 10,585.68 1,057.28 4,254.85 5,641.07 9144.93 41756.09
Segment Liabilities 8,885.96 229.14 307.70 234.74 2,403.96 20,929.69 32,991.19 5,439.57 1,233.74 290.62 630.09 1,453.83 19,245.40 28,293.25
Investment in Equity Accounted Associates & Joint Ventures (included above in segment assets)
- - - - - 943.54 943.54 - - - - - 734.95 734.95
Capital Expenditure incurred during the year
107.85 50.83 58.30 1,610.90 1,812.36 - 3,640.24 72.13 776.57 23.99 4,087.99 842.58 - 5,803.26
Secondary Segment Information: (H in crore)Particulars For the Entities Total
Within India
Outside India
Operating Revenue 10,724.83 26,588.87 37,313.70 10,346.42 23,661.96 34,008.38
42 The Consolidated results for the year ended 31st March, 2017 are not comparable with that of the previous year, due to following:
a. Investment in Subsidiaries, Step-down Subsidiaries and Joint Ventures :
Sr. No.
Name of the Subsidiary / Joint Venture With effect from
1 Adani North America Inc. 05.01.20162 Adani-Elbit Advanced Systems India Ltd 07.11.20163 Urja Maritime Inc. 02.12.20164 Adani Solar USA LLC 02.12.20165 Adani Cementation Ltd 06.12.20166 Adani Agri Logistics (Kannauj) Ltd 10.01.20177 Adani Agri Logistics (Panipat) Ltd 11.01.20178 Adani Agri Logistics (Moga) Limited 18.01.20179 Adani Agri Logistics (Barnala) Ltd 18.01.201710 Adani Agri Logistics (Raman) Ltd 18.01.201711 Adani Agri Logistics (Nakodar) Ltd 19.01.201712 Adani Agri Logistics (Mansa) Ltd 19.01.201713 Adani Agri Logistics (Bathinda) Ltd 20.01.201714 Adani Tradecom LLP 14.03.201715 Adani Tradex LLP 14.03.201716 Adani Infrastructure Pvt Ltd 21.03.201717 Adani Commodities LLP 22.03.201718 Adani Tradewing LLP 22.03.201719 Adani Green Energy Pte Ltd 09.03.2017
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Adani Enterprises Limited 25th Annual Report 2016-17
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
b. Divestment / Liquidation of Step-down Subsidiary and Associates :
Sr. No.
Name of the Subsidiary / Associate With effect from
1 PT Mundra Coal 06.10.20162 Adani Kandla Bulk Terminal Pvt Ltd. 31.03.20173 Adani Murmugao Port Terminal Pvt. Ltd. 31.03.2017
43 The Group has determined the recoverable amounts of its Cash Generating Units (CGU) under Indian Accounting Standard (Ind AS) 36, Impairment of Assets on the basis of their value in use by estimating the future cash inflows over the estimated useful life of the respective CGU. Further, the cash flow projections are based on estimates and assumptions relating to contracted market rates, operational performance of the CGU, market prices of inputs, exchange variations, inflation, terminal value etc. which are considered reasonable by the Management.
On a careful evaluation of the aforesaid factors, the Management of the Group has concluded that the recoverable amounts of the CGU are higher than their carrying amounts as at 31st March, 2017 in most of the cases. However, if this estimates and assumption change in future, there could be corresponding impact on the recoverable amounts of the CGU. The Group has provided for impairment loss in case where recoverable amounts are less than the carrying values.
44 An appeal had been filed before National Green Tribunal (NGT), New Delhi against Grant of Forest Clearance to RVUNL in respect of Parsa East and Kente Basin (PEKB) Coal Block. NGT has passed its order vide which it has passed direction for setting aside of Forest Clearance, remanding back the case to MoEF and directed stoppage of work at PEKB mine site, where the Company is working as Mine Development Operator.
Against the order of NGT, RVUNL has filed appeal before Supreme Court of India which has passed the direction as “We stay the direction in the impugned order that all works commenced by the appellant pursuant to the order dated 28th March, 2012 passed by the state of Chhattisgarh under Section 2 of the Forest Conservation Act, 1980 shall stand suspended till further orders are passed by the Ministry of Environment and Forests”.
Appeal filed by RVUNL before Supreme Court of India is pending for adjudication.
45 On 31st October 2016, one of the subsidiary company, Adani Mining Pty Ltd entered into a Deed of Novation (Deed) with Adani Abbot Point Terminal Pty Ltd (AAPT) and Queensland Coal Pty Ltd (QCPL), whereby QCPL agreed to assign its port capacity under a user agreement with AAPT to the subsidiary company for a consideration of H684.17 Crores (AUD 138.0 million) (plus GST). The consideration is receivable by the subsidiary company from QCPL in three instalments. As at the balance sheet date, the third and final instalment of H228.06 Crores (AUD 46.0 million) is yet to be received and has been included in Current Financial Assets. Total consideration received / receivable from QCPL in exchange for the subsidiary company assuming QCPL's obligation to AAPT under its user agreement has been recorded as Non-Current Financial Liabilities.
In a separate arrangement with AAPT, the subsidiary company agreed to make a payment of H684.17 Crores (AUD 138.0 million) as a security deposit towards the performance of its obligation under the user agreement. The security deposit is payable in three instalments. As at the balance sheet date, the subsidiary company has paid H456.12 Crores (AUD 92.0 million) as security deposit to AAPT.
242
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
46 CONTINGENT LIABILITIES AND COMMITMENTS
(A) Contingent liabilities not provided for :
(H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016a) Claims against the Group not acknowledged as debts 227.25 233.34b) In respect of :
Income Tax (Interest thereon not ascertainable at present) 159.88 151.79 Service Tax 66.15 60.22 VAT / Sales Tax 419.50 446.87 Custom Duty 938.05 940.56 Excise Duty / Duty Drawback 20.84 20.35 FERA / FEMA 4.26 8.26
c) Corporate Guarantee given on behalf of Associates & Joint Ventures 3,760.87 4,061.93 d) In respect of Bank Guarantees given 11.99 10.35 e) Bills of Exchange Discounted 136.21 81.70 f) Letter of Credits 1,461.35 889.79 g) Liabilities towards the case pending with CCI H25.67 Crores (31st March, 2015: H25.67 Crores)h) Certain claims / show cause notices disputed have neither been considered as contingent liabilities nor acknowledged
as claims, based on internal evaluation of the management.i) Show cause notice issued under Section 16 of the Foreign Exchange Management Act, 1999 read with Rule (4)
of the Foreign Exchange Management (Adjudication Proceedings and Appeal) Rule, 2000, in which liability is unascertainable.
j) Show cause notices issued under The Custom Act,1962, wherein the Group has been asked to show cause why, penalty should not been imposed under Section 112 (a) and 114 (iii) of The Custom Act,1962 in which liability is unascertainable.
k) Show cause notices issued under Income Tax Act,1961, wherein the Group has been asked to show cause why, penalty should not been imposed under Section 271(1)(c) in which liability is unascertainable.
l) Show cause notice issued by DGCEI proposes for imposition of penalties under Section 76 and Section 78 of the Finance Act, 1994 in which liability is unascertainable.
m) Custom Department has considered a different view for levy of custom duty in respect of specific quality of coal imported by the Group for which the Group has received demand show cause notices amounting to H805.22 Crores (31st March, 2016 : H805.22 Crores) from custom departments at various locations and the Group has deposited H378.63 Crores (31st March, 2016 : H378.63 Crores) as custom duties under protest and contested the view taken by authorities as advised by external legal counsel. The Group being the merchant trader generally recovers custom duties from its customers and does not envisage any major financial or any other implication and the net effect of the same is already considered above under clause (b) (Custom duty).
n) One of the subsidiary companies, Adani Energy Ltd. and ASEAN LNG Trading Company (“ASEAN LNG”) entered into a master LNG sale and purchase agreement on August 2, 2006 for sale and purchase of liquefied natural gas. It was further agreed to sign “delivery notices” before the dispatch of the cargoes. As the receiving terminal was not available to the subsidiary company, the delivery notice was not signed which rendered the contract inconclusive and ineffective.
Towards this, ASEAN LNG initiated Arbitration Proceedings at London Court of International Arbitration, London (“LCIA”) against the subsidiary company claiming losses for an approximate amount of H648.50 Crores (USD 100.00 million). LCIA gave an interim award requiring the subsidiary company to pay H223.08 Crores (USD 34.4 million) to ASEAN LNG with interest thereon.
The subsidiary company challenged the interim award by filing a civil miscellaneous application, under Section 34 of the Arbitration and Conciliation Act, 1996, before City Civil Court, Ahmedabad. ASEAN LNG filed an application in 2009 under Order 7 Rule 11 read with Section 151 of CPC before City Civil Court, Ahmedabad for rejection of subsidiary company’s appeal. The City Civil Court vide order dated 03.03.2012 dismissed the application filed by ASEAN LNG.
243
Adani Enterprises Limited 25th Annual Report 2016-17
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
Against the aforesaid order dated 03.03.2012, ASEAN LNG had filed a Civil Revision Application No.118 of 2012 before the Gujarat High Court which was allowed by Gujarat High Court on 14.06.2013. Against the order dated 14.06.2013 of Gujarat High Court, the subsidiary company had filed SLP in Supreme Court which has been rejected on 29.11.2013.
ASEAN LNG filed execution petition no. 71 of 2014 before City Civil Court Ahmedabad against the subsidiary company. A notice issued by the City Civil Court Ahmedabad has been served upon the subsidiary company on 13.02.2014. The subsidiary company has filled its reply dated 04.08.2014.
Execution Application No.71/2014 was pending for hearing before the Hon’ble City Civil Court. However, ASEAN LNG moved an application for transfer of Execution Application before the Hon’ble Gujarat High Court on 01.02.2017. This application was filed pursuant to coming into force the new legislation. Accordingly, the said execution application No.71/2014 was transferred before the Hon’ble Gujarat High Court.
Before the Hon’ble Gujarat High Court the said matter was listed for the first time on 20.04.2017. However, Hon’ble Court was pleased to issue fresh notice to both the parties to file their appearance on 19.06.2017. Next hearing will be held on 19.06.2017.
(B) Capital and Other Commitments :(H in Crores)
Particulars As at 31st March, 2017
As at 31st March, 2016
Estimated amounts of contracts remaining to be executed and not provided for (Net of Advances)
2,408.40 2,378.56
The above does not include :
i) EPC 1690 Royalty On 10th August 2010, as part of one of the subsidiary company’s (Adani Mining Pty Ltd, AMPTY) acquisition of EPC
1690 (the “burdened tenement”), AMPTY entered into an Overriding Royalty Deed (“the Deed”) with Linc Energy Limited (“Linc”). Inter alia, the Deed requires AMPTY to pay Linc AUD 2.00 per tonne (CPI adjusted) for all tonnes of coal extracted from the burdened tenement, with the exception of the first 400,000 tonnes mined in any one production year. Under the Deed, there is no minimum royalty payable to Linc and the royalty only becomes payable as and when coal is despatched from the burdened tenement. The Royalty is payable for a period of 20 years from the production date. During the year ended 31st March, 2016, the Deed was assigned by Linc to Carmichael Rail Network Pty Ltd as trustee for Carmichael Rail Network Trust.
ii) EPC 1080 Royalty On 29th November 2011, AMPTY entered into a Royalty Deed (‘’the Deed’’) with Mineralogy Pty Ltd (‘’MPL’’) pursuant to
entry of EPC 1080 Eastern Area deed. Inter alia, the Deed requires AMPTY to pay MPL AUD 2 per tonne for all tonnes of coal mined from the eastern area of EPC 1080 (as defined in the Deed). The royalty amount will be reduced by AUD 0.50 per tonne if paid within 14 business day after the end of each quarter.
(C) In one of the subsidiary company Adani Gas Ltd., an amountof H10.29 Crores (31st March, 2016 : H9.99 Crores) is standing as CENVAT credit receivable being the difference between the amount of CENVAT credit availed in the books of account on Input, Capital Goods and Input Services and the credit claimed under statutory returns. Out of this, the subsidiary company has made application to the excise & service tax department for availing this credit of H6.87 Crores in statutory returns. Out of balance credit of H3.42 Crores, service tax credit of H0.80 Crores will be availed in 2017-18 and balance will be availed in statutory returns on consumption of inputs & capital goods.
The Fixed Assets / Expenses of Adani Gas Ltd. is understated to the extent of the CENVAT credit taken and the same will be charged to respective assets / revenue if the claim for CENVAT Credit is not accepted by the department.
46 CONTINGENT LIABILITIES AND COMMITMENTS (contd.)
244
47 Disclosure as required by Ind AS 17 “Leases” as specified in the Companies (Accounting Standard) Rules 2015 (as amended) are given below :
Assets given on operating lease : Refer Note 4(ii) for disclosures.
Assets taken on operating lease :
(a) The Group’s significant leasing arrangements are in respect of godowns / residential / office premises (Including furniture and fittings therein, as applicable). The aggregate lease rental payable is charged to Consolidated Statement of Profit and Loss as Rent in Note 36.
(b) The leasing arrangements, which are cancellable at any time on month to month basis are usually renewable by mutual consent on mutually agreeable terms. Under these arrangements, generally interest free refundable deposits have been given.
(c) Disclosure in respect of the leasing arrangements, which are non-cancellable, and for a period of 5 years or more are as under :
(H in Crores)Particulars As at
31st March, 2017As at
31st March, 2016Total of future minimum lease payments under non-cancellable operating lease for each of the following periods:
Not later than one year 11.44 10.88 Later than one year and not later than five years 13.17 20.71 Later than five years 2.29 5.55 Lease payment recognised in Consolidated Statement of Profit & Loss 9.45 9.57
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
48 EARNING PER SHAREParticulars For the year ended
31st March, 2017For the year ended 31st March, 2016
Net Profit after Tax available for Equity Shareholders (H In Crores) 987.74 1,010.72 Weighted Average Number of Shares used in computing Earnings Per Share Basic & Diluted 1,09,98,10,083 1,09,98,10,083Earnings Per Share (face value H1/- each) Basic & Diluted (in H) 8.98 9.19
245
Adani Enterprises Limited 25th Annual Report 2016-17
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
49 Pursuant to Ind AS 31 – Financial Reporting of Interests in Joint Venture, the disclosures relating to the Joint Ventures are as follows :
(a) Jointly Controlled Assets (i) The Group jointly with other parties to the joint venture, have been awarded two onshore oil & gas blocks at Palej
and Assam by Government of India through NELP-VI bidding round, has entered into Production Sharing Contracts (PSC) with Ministry of Petroleum and Natural Gas for exploration of oil and gas in the aforesaid blocks. Naftogaz India Pvt. Ltd.(NIPL) being one of the parties to consortium was appointed as operator of the blocks vide Joint Operating Agreements (JOAs) entered into between parties to consortium. The expenditures related to the activities in the blocks were incurred by Adani Group, Welspun Group or through its joint venture Adani Welspun Exploration Ltd.
The details of the blocks are stated below:
Jointly Controlled Assets Company’s Participating Interest %
Other Partners Other Partner’s Participating Interest %
CB-ONN-2004/5 Block Palej 55% Welspun Natural Resources Ltd 35%NAFTOGAZ India Pvt. Ltd. 10%
Government of India has issued a notice intimating the termination of the Production Sharing Contracts (PSCs) in respect of the Assam and Palej blocks purportedly due to misrepresentation made by the operator of the blocks - NIPL. The Company has contested the termination and in accordance with the provisions of the PSC has urged the Government to allow it to continue the activities in Palej block.
The financial statements of the Group reflect its share of Assets and Liabilities of the jointly controlled assets which are accounted on a line to line basis with similar items in the Group’s accounts to the extent of participating interest of the Company as per the various joint venture agreements, in compliance of Ind AS 31. The summary of the Group’s share in Assets & Liabilities of unincorporated joint ventures are as follow:
(H in Crores)Particulars CB-ONN-2004/5-Palej
As at 31st March, 2017
As at 31st March, 2016
Property, Plant & Equipment 0.08 0.08 Capital Work in Progress 94.64 94.79 Intangible Assets 0.69 0.69 Other Current Assets * * Cash & Cash Equivalents * * Other Non-Current Assets 0.01 0.01
95.43 95.58 Capital Contributions 92.84 92.99 Other Current Liabilities 2.59 2.59
95.43 95.58
(Amounts below H50,000/- denoted as *)
(ii) One of the group company is having a portfolio of four offshore blocks, wherein the Company is operator in two blocks, and in the balance it is acting as a non operator.
Jointly Controlled Assets One of the group company’s Participating Interest %
MB-OSN-2005/2 100%GK-OSN-2009/1 (Operated by ONGC) * 20%GK-OSN-2009/2 (Operated by ONGC) 30%MB/OSDSF/B9/2016 # 100%
* 25% after exit of GSPC from Appraisal Phase, GSPC having the right for subsequent farm in. # New Block awarded to company by Government of India under Discovered Small Field Bid Round 2016.
246
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
(iii) The Group has entered into Joint Venture Agreement in the nature of Production Sharing Contracts (PSC) with the Government of India, Oil & Natural Gas Corporation Ltd (ONGC), Indian Oil Corporation Ltd (IOCL) and Gujarat State Petroleum Corporation Ltd (GSPCL) for two offshore blocks GK-OSN-2009/1 & GK-OSN-2009/2 located in Gulf of Kutchh. The PSC for the blocks were signed on August 5,2010 . The Company holds 20% participating interest in Block GK-OSN-2009/1 (25% for Appraisal Phase after exit of GSPC from Appraisal phase) and 30% participating interest in Block GK-OSN-2009/2.
The group company’s share of the Assets and Liabilities of the Jointly Controlled Assets for the year ended March 31, 2017 are as follows :
(H in Crores)Particulars GK-OSN-2009/1 GK-OSN-2009/2
As at 31st March, 2017
As at 31st March, 2016
As at 31st March, 2017
As at 31st March, 2016
Current Assets 0.07 0.07 0.07 0.11 Current Liabilities (0.04) - (0.04) - Exploratory Work In Progress 65.48 51.36 110.45 89.06
Directorate General of Hydrocarbons has notified hydrocarbon discoveries in respect of both the Kutchh blocks (GK-OSN-2009/1 and GK-OSN-2009/2). In order to assess the full potential of the blocks, the Consortium has decided to move into appraisal phase of the PSC and not to extend further the first exploration period of the first phase.
All the JV related expenditure has been shown under “Capital Work In Progress’’ and in the case of an oil or gas discovery, the same will be allocated / transferred to the producing property.
(iv) The first exploratory phase of Mumbai Block, after considering the extension period as granted by the Directorate General of Hydrocarbons (DGH) was expired on 29th April, 2015. The subsidiary company has already exercised its option for entering into Exploration Phase II vide its letter dated 27th April, 2015. DGH has communicated to the subsidiary company that the same is awaiting approval from MoPNG.
(b) Interest in Other Entities The Group has invested in under mentioned joint venture and associate entities and are consolidated as per equity method
of accounting. These entities are in the nature of closely held entities & are not listed on any public exchange. The following table illustrates the summarised financial information of the Group’s investment in various entities :
Name of Joint Venture / Associate Country of Incorporation
Percentage Ownership31-Mar-17 31-Mar-16 1-Apr-15
Adani Wilmar Ltd (Consolidated) India 50% 50% 50%Adani Wilmar Pte Ltd (Consolidated) Singapore 50% 50% 50%Adani Murmugao Port Terminal Pvt Ltd India - 26% 26%Adani Kandla Bulk Terminal Pvt Ltd India - 26% 26%Indian Oil-Adani Gas Pvt Ltd India 50% 50% 50%CSPGCL AEL Parsa Collieries Ltd India 49% 49% 49%Adani Renewable Energy Park Rajasthan Ltd India 25.50% 25.50% -Adani-Elbit Advance Systems India Ltd India 51% - - Vishakha Industries Pvt Ltd India 50% 50% 50%GSPC LNG Ltd India 31.17% 31.17% 31.17%Adani Green Energy Pte Ltd Singapore 51% - -
247
Adani Enterprises Limited 25th Annual Report 2016-17
Not
es fo
rmin
g pa
rt o
f th
e C
onso
lidat
ed F
inan
cial
Sta
tem
ents
for t
he y
ear e
nded
31s
t M
arch
, 20
17
(H in
Cro
res)
Par
ticu
lars
Ada
ni W
ilmar
Ltd
- C
onso
lidat
edA
dani
Wilm
ar P
te. L
td. -
C
onso
lidat
edIn
dian
Oil-
Ada
ni G
as P
vt L
tdA
dani
Ren
ewab
le E
nerg
y P
ark
Raj
asth
an L
td
31-M
ar-1
731
-Mar
-16
1-A
pr-1
531
-Mar
-17
31-M
ar-1
61-
Apr
-15
31-M
ar-1
731
-Mar
-16
1-A
pr-1
531
-Mar
-17
31-M
ar-1
61-
Apr
-15
Non
Cur
rent
Ass
ets
(A)
2,23
3.8
92,
142.
05
1,9
81.
08
743.
02
112.
96
84
.94
40
0.6
721
1.16
60
.77
80
.27
8.3
6-
Cur
rent
Ass
ets
i). C
ash
& C
ash
Equ
ival
ents
52.1
34
1.78
35.2
912
5.19
93.
328
7.72
21.8
02.
10*
79.5
70
.11
-
ii). O
ther
s5,
139
.18
4,3
11.8
73,
308
.16
77.8
536
1.4
223
7.13
35.7
917
.52
0.9
118
.88
0.5
1-
Tota
l Cur
rent
Ass
ets
(B)
5,19
1.31
4,3
53.6
53,
343.
45
203.
04
454
.74
324
.85
57.5
919
.62
0.9
19
8.4
50
.62
-
Tota
l Ass
ets
(A+
B)
7,4
25.2
06
,49
5.70
5,32
4.5
39
46
.06
567.
704
09
.79
458
.26
230
.78
61.
68
178
.72
8.9
8-
Non
Cur
rent
Lia
bilit
ies
i). F
inan
cial
Lia
bilit
ies
60
9.7
977
7.38
80
5.56
--
-26
5.77
98
.24
-78
.59
--
ii). N
on F
inan
cial
Lia
bilit
ies
141.
86
96
.93
132.
60
--
72.1
70
.28
0.0
2-
15.6
30
.04
-
Tota
l Non
Cur
rent
Lia
bilit
ies
(A)
751.
65
874
.31
938
.16
--
72.1
726
6.0
59
8.2
6-
94
.22
0.0
4-
Cur
rent
Lia
bilit
ies
i). F
inan
cial
Lia
bilit
ies
5,22
8.6
14
,46
3.19
3,29
8.4
68
12.2
235
0.6
619
5.4
533
.77
34.3
939
.63
4.6
78
.96
-
ii). N
on F
inan
cial
Lia
bilit
ies
123.
92
96
.46
77.4
41.
06
114
.57
96
.77
2.27
0.8
10
.30
0.3
00
.09
-
Tota
l Cur
rent
Lia
bilit
ies
(B)
5,35
2.53
4,5
59.6
53,
375.
90
813
.28
46
5.23
292.
2236
.04
35.2
039
.93
4.9
79
.05
-
Tota
l Lia
bilit
ies
(A+
B)
6,1
04
.18
5,4
33.9
64
,314
.06
813
.28
46
5.23
364
.39
302.
09
133.
46
39.9
39
9.1
99
.09
-
Tota
l Equ
ity
(Net
Ass
ets)
1,32
1.0
21,
06
1.74
1,0
10.4
713
2.78
102.
47
45.
40
156
.17
97.
3221
.75
79.5
3(0
.11)
-
(Am
oun
ts b
elow
H50
,00
0/-
den
oted
as
*)
Sum
mar
ised
Fin
anci
al P
osit
ion
of G
roup
's In
vest
men
t in
Joi
nt V
entu
res
& A
ssoc
iate
s
248
Not
es fo
rmin
g pa
rt o
f th
e C
onso
lidat
ed F
inan
cial
Sta
tem
ents
for t
he y
ear e
nded
31s
t M
arch
, 20
17
(H in
Cro
res)
Par
ticu
lars
Ada
ni-E
lbit
Adv
ance
S
yste
ms
Indi
a Lt
dG
SP
C L
NG
Ltd
Ada
ni M
urm
ugao
Por
t Te
rmin
al
Pvt
Ltd
Ada
ni K
andl
a B
ulk
Te
rmin
al P
vt L
td
31-M
ar-1
731
-Mar
-16
1-A
pr-1
531
-Mar
-17
31-M
ar-1
61-
Apr
-15
31-M
ar-1
731
-Mar
-16
1-A
pr-1
531
-Mar
-17
31-M
ar-1
61-
Apr
-15
Non
Cur
rent
Ass
ets
(A)
- -
- 2
,28
2.9
7 1
,676
.48
7
76.9
6
416
.06
4
36.3
2 4
61.
21
99
7.56
1
,038
.07
1,0
70.2
9
Cur
rent
Ass
ets
i). C
ash
& C
ash
Equ
ival
ents
0.0
1 -
-
2
10.2
3 1
58.6
0
150
.10
1
.85
1.9
6
2.0
6
0.6
2 0
.28
0
.10
ii). O
ther
s -
-
-
1
7.79
1
3.73
6
.30
4
2.4
0
35.
55
42.
27
81.
53
78
.73
14
.35
Tota
l Cur
rent
Ass
ets
(B)
0.0
1 -
- 2
28.0
2 1
72.3
3 1
56.4
0
44
.25
37.
51
44
.33
82.
15
79
.01
14
.45
Tota
l Ass
ets
(A+
B)
0.0
1 -
- 2
,510
.99
1
,84
8.8
1 9
33.3
6
46
0.3
1 4
73.8
3 5
05.
54
1,0
79.7
1 1
,117
.08
1
,08
4.7
4
Non
Cur
rent
Lia
bilit
ies
i). F
inan
cial
Lia
bilit
ies
-
-
-
44
9.6
7 9
9.0
3 -
3
91.
12
40
7.38
2
88
.18
1
,10
3.4
6
1,0
63.
14
923
.36
ii). N
on F
inan
cial
Lia
bilit
ies
-
-
-
1.7
5 1
.30
0
.92
4.4
9
4.8
3 5
.16
2
8.1
8
7.3
5 *
Tota
l Non
Cur
rent
Lia
bilit
ies
(A)
- -
- 4
51.4
2 1
00
.33
0.9
2 39
5.6
1 4
12.2
1 2
93.
34
1,1
31.6
4
1,0
70.4
9
923
.36
Cur
rent
Lia
bilit
ies
i). F
inan
cial
Lia
bilit
ies
0.8
5 -
-
1
,64
6.1
2 1
,373
.82
539
.78
2
8.7
5 2
3.4
0
93.
06
7
4.0
4
80
.18
1
43.
90
ii). N
on F
inan
cial
Lia
bilit
ies
* -
-
9
9.5
9
68
.18
8
6.1
9
1.8
7 1
.14
1
.77
5.4
0
6.4
8
3.2
8
Tota
l Cur
rent
Lia
bilit
ies
(B)
0.8
5 -
- 1
,74
5.71
1
,44
2.0
0
625
.97
30
.62
24
.54
9
4.8
3 7
9.4
4
86
.66
1
47.
18
Tota
l Lia
bilit
ies
(A+
B)
0.8
5 -
- 2
,19
7.13
1
,54
2.33
6
26.8
9
426
.23
436
.75
38
8.1
7 1
,211
.08
1
,157
.15
1,0
70.5
4
Tota
l Equ
ity
(Net
Ass
ets)
(0
.84
) -
- 3
13.8
6
30
6.4
8
30
6.4
7 34
.08
37.
08
1
17.3
7 (
131.
37)
(4
0.0
7) 1
4.2
0
(Am
oun
ts b
elow
H50
,00
0/-
den
oted
as
*)
Sum
mar
ised
Fin
anci
al P
osit
ion
of G
roup
's In
vest
men
t in
Joi
nt V
entu
res
& A
ssoc
iate
s (c
ontd
.)
249
Adani Enterprises Limited 25th Annual Report 2016-17
Not
es fo
rmin
g pa
rt o
f th
e C
onso
lidat
ed F
inan
cial
Sta
tem
ents
for t
he y
ear e
nded
31s
t M
arch
, 20
17
(H in
Cro
res)
Par
ticu
lars
Vis
hakh
a In
dust
ries
Pvt
Ltd
CS
PG
CL
AE
L P
arsa
Col
lieri
es L
td
31-M
ar-1
731
-Mar
-16
1-A
pr-1
531
-Mar
-17
31-M
ar-1
61-
Apr
-15
Non
Cur
rent
Ass
ets
(A)
0.2
9
0.3
0
0.3
0
5.3
5 4
.95
4.6
5
Cur
rent
Ass
ets
i). C
ash
& C
ash
Equ
ival
ents
0.0
5 0
.06
0
.93
* 0
.01
0.0
1
ii). O
ther
s 8
.85
13.
00
4
.65
-
-
-
Tota
l Cur
rent
Ass
ets
(B)
8.9
0
13.
06
5
.58
*
0.0
1 0
.01
Tota
l Ass
ets
(A+
B)
9.1
9
13.
36
5.8
8
5.3
5 4
.96
4
.66
Non
Cur
rent
Lia
bilit
ies
i). F
inan
cial
Lia
bilit
ies
-
* -
1
.76
1
.38
1
.06
ii). N
on F
inan
cial
Lia
bilit
ies
-
-
-
-
-
-
Tota
l Non
Cur
rent
Lia
bilit
ies
(A)
- *
- 1
.76
1
.38
1
.06
Cur
rent
Lia
bilit
ies
i). F
inan
cial
Lia
bilit
ies
4.6
2 8
.81
1.5
5 3
.45
3.4
5 3
.46
ii). N
on F
inan
cial
Lia
bilit
ies
0.1
1 0
.13
0.0
7 0
.01
* 0
.01
Tota
l Cur
rent
Lia
bilit
ies
(B)
4.7
3 8
.94
1
.62
3.4
6 3
.45
3.4
7
Tota
l Lia
bilit
ies
(A+
B)
4.7
3 8
.94
1
.62
5.2
2 4
.83
4.5
3
Tota
l Equ
ity
(Net
Ass
ets)
4.4
6
4.4
2 4
.26
0
.13
0.1
3 0
.13
(Am
oun
ts b
elow
H50
,00
0/-
den
oted
as
*)
Sum
mar
ised
Fin
anci
al P
osit
ion
of G
roup
's In
vest
men
t in
Joi
nt V
entu
res
& A
ssoc
iate
s (c
ontd
.)
250
Not
es fo
rmin
g pa
rt o
f th
e C
onso
lidat
ed F
inan
cial
Sta
tem
ents
for t
he y
ear e
nded
31s
t M
arch
, 20
17
(H in
Cro
res)
Par
ticu
lars
Ada
ni W
ilmar
Ltd
- C
onso
lidat
ed
Ada
ni W
ilmar
Pte
Ltd
. C
onso
lidat
ed A
dani
Ren
ewab
le E
nerg
y P
ark
Raj
asth
an L
td
Ada
ni-E
lbit
Adv
ance
S
yste
ms
Indi
a Lt
d In
dian
Oil-
Ada
ni G
as P
vt
Ltd
31-M
ar-1
731
-Mar
-16
31-M
ar-1
731
-Mar
-16
31-M
ar-1
731
-Mar
-16
31-M
ar-1
731
-Mar
-16
31-M
ar-1
731
-Mar
-16
Rev
enu
e 2
3,30
8.9
1 1
7,8
86
.95
1,6
30.4
3 1
,24
1.4
6
-
-
-
-
1.6
4
0.0
2
Inte
rest
Inco
me
76
.44
6
0.3
6
3.1
5 9
.92
-
-
-
-
0.8
6
0.1
8
Dep
reci
atio
n &
Am
orti
sati
on 1
18.8
4
10
3.0
5 1
.49
1
.02
-
-
-
-
2.2
1 0
.09
Fin
ance
Cos
ts 3
27.7
4
314
.18
1
1.4
7 3
.84
-
-
0
.01
-
3.3
1 -
Pro
fit/
(Los
s) B
efor
e Ta
x 3
75.6
3 5
5.10
6
3.4
0
83.
05
(0
.88
) (
0.1
6)
(0
.85)
- (
10.7
1) (
4.8
0)
Pro
visi
on f
or T
ax 1
19.0
3 0
.62
26
.80
2
9.5
4
-
-
-
-
(4
.56
) 0
.03
Pro
fit/
(Los
s) A
fter
Tax
256
.60
5
4.4
8
36.6
0 5
3.51
(
0.8
8)
(0
.16
) (
0.8
5) -
(6
.15)
(4
.83)
Oth
er C
ompr
ehen
sive
Inco
me
2.6
8
(3.
19)
-
-
-
-
-
-
(0
.01)
-
Tota
l Com
preh
ensi
ve In
com
e 2
59.2
8
51.
29
36.6
0 5
3.51
(
0.8
8)
(0
.16
) (
0.8
5) -
(6
.16
) (
4.8
3)
(H in
Cro
res)
Par
ticu
lars
CS
PG
CL
AE
L P
arsa
C
ollie
ries
Ltd
Ada
ni M
urm
ugao
Por
t Te
rmin
al P
vt L
td
Ada
ni K
andl
a B
ulk
Term
inal
Pvt
Ltd
V
isha
kha
Indu
stri
es
Pvt
Ltd
G
SP
C L
NG
Ltd
31-M
ar-1
731
-Mar
-16
31-M
ar-1
731
-Mar
-16
31-M
ar-1
731
-Mar
-16
31-M
ar-1
731
-Mar
-16
31-M
ar-1
731
-Mar
-16
Rev
enu
e -
-
5
9.0
5 4
8.9
3 9
5.9
8
77.
00
-
-
-
-
Inte
rest
Inco
me
* -
0
.14
0
.17
2.9
7 0
.43
0.9
0
0.7
2 -
-
Dep
reci
atio
n &
Am
orti
sati
on -
-
2
6.8
6
26
.40
5
7.56
5
2.0
1 -
-
-
-
Fin
ance
Cos
ts -
-
1
.00
3
6.8
4
5.1
7 8
5.6
7 0
.82
0.4
8
-
-
Pro
fit/
(Los
s) B
efor
e Ta
x (
0.0
1)*
(7.
85)
(8
0.2
6)
(70
.54
) (
146
.48
) 0
.07
0.2
3 -
-
Pro
visi
on f
or T
ax-
- -
-
2
0.8
1 7
.50
0
.02
0.0
7 -
-
Pro
fit/
(Los
s) A
fter
Tax
(0
.01)
* (
7.8
5) (
80
.26
) (
91.
35)
(15
3.9
8)
0.0
5 0
.16
-
-
Oth
er C
ompr
ehen
sive
Inco
me
-
-
(0
.01)
(0
.02)
--
-
-
-
-
Tota
l Com
preh
ensi
ve In
com
e (
0.0
1)*
(7.
86
) (
80
.28
) (
91.
35)
(15
3.9
8)
0.0
5 0
.16
-
-
(Am
oun
ts b
elow
H50
,00
0/-
den
oted
as
*)
Sum
mar
ised
Pro
fita
bilit
y of
Joi
nt V
entu
res
& A
ssoc
iate
s
251
Adani Enterprises Limited 25th Annual Report 2016-17
50
AD
DIT
ION
AL
INFO
RM
ATIO
N O
F N
ET
AS
SE
TS A
ND
SH
AR
E IN
PR
OFI
T O
R L
OS
S C
ON
TRIB
UTE
D B
Y V
AR
IOU
S E
NTI
TIE
S A
S R
EQ
UIR
ED
UN
DE
R S
CH
ED
ULE
III O
F TH
E C
OM
PAN
IES
AC
T, 2
013
Par
ticu
lars
Net
Ass
ets
i.e. T
otal
Ass
ets
less
To
tal L
iabi
litie
sSh
are
in P
rofi
t &
Los
sSh
are
in O
ther
Com
preh
ensi
ve
Inco
me
Shar
e in
Tot
al
Com
preh
ensi
ve In
com
eA
s %
of
cons
olid
ated
N
et A
sset
s
H in
Cro
res
As
% o
f co
nsol
idat
ed
Profi
t or
Los
s
H in
Cro
res
As
% o
f co
nsol
idat
ed
Oth
er
Com
preh
ensi
ve
Inco
me
H in
Cro
res
As
% o
f co
nsol
idat
ed
Tota
l Co
mpr
ehen
sive
In
com
e
H in
Cro
res
Ada
ni E
nte
rpri
ses
Ltd
19%
3,7
67.
17
24%
221
.64
0
% (
0.4
6)
31%
221
.18
In
dian
Sub
sidi
arie
sA
dan
i Gas
Ltd
4%
714
.85
11%
10
1.19
0
% 0
.33
14%
10
1.52
A
dan
i En
ergy
Ltd
0%
(1.
78)
0%
0.0
5 0
% -
0
% 0
.05
Ada
ni A
gri F
resh
Ltd
0%
(4
.89
)-4
% (
41.
86
)0
% 0
.01
-6%
(4
1.8
5)A
dan
i Gas
Hol
din
gs L
td0
% (
0.0
4)
0%
(0
.08
)0
% -
0
% (
0.0
8)
Ada
ni S
ynen
ergy
Ltd
0%
(0
.12)
0%
(0
.01)
0%
-
0%
(0
.01)
Ada
ni A
gri L
ogis
tics
Ltd
0%
73.
74
0%
2.0
0
0%
0.0
2 0
% 2
.02
Ada
ni A
gri L
ogis
tics
(M
P)
Ltd
0%
(2.
05)
0%
(1.
68
)0
% -
0
% (
1.6
8)
Ada
ni A
gri L
ogis
tics
(H
arda
) Lt
d0
% (
2.13
)0
% (
0.6
0)
0%
-
0%
(0
.60
)A
dan
i Agr
i Log
isti
cs (
Hos
han
gaba
d) L
td0
% (
2.31
)0
% (
0.8
3)0
% -
0
% (
0.8
3)A
dan
i Agr
i Log
isti
cs (
Sat
na)
Ltd
0%
(2.
71)
0%
(1.
29)
0%
-
0%
(1.
29)
Ada
ni A
gri L
ogis
tics
(U
jjain
) Lt
d0
% 0
.03
0%
(0
.68
)0
% -
0
% (
0.6
8)
Ada
ni A
gri L
ogis
tics
(D
ewas
) Lt
d0
% (
0.7
0)
0%
(1.
09
)0
% -
0
% (
1.0
9)
Ada
ni A
gri L
ogis
tics
(K
atih
ar)
Ltd
0%
1.0
0
0%
-
0%
-
0%
-
Ada
ni A
gri L
ogis
tics
(K
otak
apu
ra)
Ltd
0%
1.0
4
0%
0.0
4
0%
-
0%
0.0
4
Ada
ni A
gri L
ogis
tics
(K
ann
uaj
) Lt
d0
% 0
.97
0%
(0
.03)
0%
-
0%
(0
.03)
Ada
ni A
gri L
ogis
tics
(P
anip
at)
Ltd
0%
0.9
7 0
% (
0.0
3)0
% -
0
% (
0.0
3)A
dan
i Agr
i Log
isti
cs (
Mog
a) L
td0
% 0
.97
0%
(0
.03)
0%
-
0%
(0
.03)
Ada
ni A
gri L
ogis
tics
(M
ansa
) Lt
d0
% 0
.97
0%
(0
.03)
0%
-
0%
(0
.03)
Ada
ni A
gri L
ogis
tics
(B
ath
inda
) Lt
d0
% 0
.97
0%
(0
.03)
0%
-
0%
(0
.03)
Ada
ni A
gri L
ogis
tics
(B
arn
ala)
Ltd
0%
0.9
7 0
% (
0.0
3)0
% -
0
% (
0.0
3)A
dan
i Agr
i Log
isti
cs (
Nak
odar
) Lt
d0
% 0
.97
0%
(0
.03)
0%
-
0%
(0
.03)
Ada
ni A
gri L
ogis
tics
(R
aman
) Lt
d0
% 0
.97
0%
(0
.03)
0%
-
0%
(0
.03)
Ada
ni S
hip
pin
g (I
ndi
a) P
vt L
td0
% (
0.4
1)0
% 0
.03
0%
-
0%
0.0
3 N
atu
ral G
row
ers
Pvt
Ltd
0%
27.
17
-1%
(5.
97)
0%
-
-1%
(5.
97)
Ada
ni G
reen
En
ergy
Ltd
6%
1,2
23.7
5 -5
% (
49
.30
)0
% (
0.0
4)
-7%
(4
9.3
4)
Ada
ni R
esou
rces
Pvt
Ltd
0%
0.2
5 0
% 0
.14
0
% -
0
% 0
.14
S
urg
uja
Pow
er P
vt L
td0
% (
1.25
)0
% (
0.1
3)0
% -
0
% (
0.1
3)A
dan
i Ch
endi
pada
Min
ing
Pvt
Ltd
0%
(0
.01)
0%
-
0%
-
0%
-
Raj
asth
an C
ollie
ries
Ltd
0%
0.2
7 0
% -
0
% -
0
% -
Not
es fo
rmin
g pa
rt o
f th
e C
onso
lidat
ed F
inan
cial
Sta
tem
ents
for t
he y
ear e
nded
31s
t M
arch
, 20
17
252
Not
es fo
rmin
g pa
rt o
f th
e C
onso
lidat
ed F
inan
cial
Sta
tem
ents
for t
he y
ear e
nded
31s
t M
arch
, 20
17
50
AD
DIT
ION
AL
INFO
RM
ATIO
N O
F N
ET
AS
SE
TS A
ND
SH
AR
E IN
PR
OFI
T O
R L
OS
S C
ON
TRIB
UTE
D B
Y V
AR
IOU
S E
NTI
TIE
S A
S R
EQ
UIR
ED
UN
DE
R S
CH
ED
ULE
III O
F TH
E C
OM
PAN
IES
AC
T, 2
013
(co
ntd
.)
Par
ticu
lars
Net
Ass
ets
i.e. T
otal
Ass
ets
less
To
tal L
iabi
litie
sSh
are
in P
rofi
t &
Los
sSh
are
in O
ther
Com
preh
ensi
ve
Inco
me
Shar
e in
Tot
al
Com
preh
ensi
ve In
com
eA
s %
of
cons
olid
ated
N
et A
sset
s
H in
Cro
res
As
% o
f co
nsol
idat
ed
Profi
t or
Los
s
H in
Cro
res
As
% o
f co
nsol
idat
ed
Oth
er
Com
preh
ensi
ve
Inco
me
H in
Cro
res
As
% o
f co
nsol
idat
ed
Tota
l Co
mpr
ehen
sive
In
com
e
H in
Cro
res
Ada
ni P
ower
Dah
ej L
td3%
557
.44
-4
% (
40
.74
)0
% (
0.0
2)-6
% (
40
.76
)K
utc
hh
Pow
er G
ener
atio
n L
td0
% 6
5.4
8
-2%
(17
.34
)0
% -
-2
% (
17.3
4)
Ada
ni P
ench
Pow
er L
td1%
18
4.4
8
-2%
(17
.28
)0
% (
0.0
4)
-2%
(17
.32)
Mah
agu
j Pow
er L
td0
% (
0.0
2)0
% (
0.0
2)0
% -
0
% (
0.0
2)Jh
ar M
inin
g In
fra
Pvt
Ltd
0%
(0
.16
)0
% (
0.2
0)
0%
-
0%
(0
.20
)M
un
dra
Sol
ar T
ech
nop
ark
Pvt
Ltd
0%
(4
7.24
)-5
% (
51.5
2)0
% (
0.0
1)-7
% (
51.5
3)A
dan
i Bu
nke
rin
g P
vt L
td0
% 8
8.5
2 2%
17.
19
0%
0.0
6
2% 1
7.25
C
hen
dipa
da C
ollie
ries
Pvt
Ltd
0%
0.0
3 0
% -
0
% -
0
% -
P
arsa
Ken
te C
ollie
ries
Ltd
0%
11.
95
1% 6
.16
0
% 0
.01
1% 6
.17
Ada
ni W
elsp
un
Exp
lora
tion
Ltd
0%
18
.74
-1
% (
9.0
5)0
% (
0.0
3)-1
% (
9.0
8)
Ada
ni G
reen
En
ergy
(Ta
miln
adu
) Lt
d5%
920
.73
4%
41.
01
0%
(0
.04
)6
% 4
0.9
7 A
dan
i Ren
ewab
le E
ner
gy P
ark
Ltd
0%
(13
.84
)-1
% (
13.9
9)
0%
(0
.10
)-2
% (
14.0
9)
Ada
ni D
efen
ce S
yste
ms
and
Tech
nolo
gies
Ltd
0%
0.0
2 0
% (
0.0
2)0
% -
0
% (
0.0
2)A
dani
Ren
ewab
le E
nerg
y Pa
rk (G
ujar
at) L
td0
% 0
.02
0%
(0
.02)
0%
-
0%
(0
.02)
Ada
ni G
reen
En
ergy
(M
P)
Ltd
0%
(3.
03)
0%
(3.
07)
0%
-
0%
(3.
07)
Ada
ni G
reen
En
ergy
(U
P)
Ltd
0%
0.0
2 0
% (
0.0
2)0
% -
0
% (
0.0
2)K
amu
thi S
olar
Pow
er L
td2%
34
3.0
7 -3
% (
32.6
6)
0%
-
-5%
(32
.66
)R
amn
ad S
olar
Pow
er L
td0
% 9
2.16
2%
15.
80
0
% -
2%
15.
80
K
amu
thi R
enew
able
En
ergy
Ltd
0%
68
.34
0
% (
4.6
7)0
% -
-1
% (
4.6
7)R
amn
ad R
enew
able
En
ergy
Ltd
1% 1
16.9
2 -1
% (
7.0
2)0
% -
-1
% (
7.0
2)M
un
dra
Sol
ar L
td0
% 0
.04
0
% -
0
% -
0
% -
M
un
dra
Sol
ar P
V L
td1%
29
5.22
-1
% (
4.7
4)
0%
-
-1%
(4
.74
)P
raya
tna
Dev
elop
ers
Pvt
Ltd
1% 1
52.3
7 2%
17.
47
0%
-
2% 1
7.4
7 P
aram
pujy
a S
olar
En
ergy
Pvt
Ltd
2% 3
53.6
5 0
% (
4.0
5)0
% -
-1
% (
4.0
5)R
osep
etal
Sol
ar E
ner
gy P
vt L
td0
% (
0.5
6)
0%
(0
.43)
0%
-
0%
(0
.43)
Ada
ni W
ind
En
ergy
(A
P)
Ltd.
0%
-
0%
(0
.04
)0
% -
0
% (
0.0
4)
Ada
ni W
ind
En
ergy
(Gu
jara
t) P
vt L
td0
% 2
3.8
8
0%
(0
.13)
0%
-
0%
(0
.13)
Kila
j Sol
ar (
Mah
aras
htr
a) P
vt L
td0
% (
0.0
3)0
% (
0.0
4)
0%
-
0%
(0
.04
)A
dan
i Gre
en T
ech
nol
ogy
Ltd
2% 2
99
.99
0
% (
0.0
2)0
% -
0
% (
0.0
2)W
ardh
a S
olar
(M
ahar
ash
tra)
Pvt
Ltd
1% 2
74.5
5 0
% (
2.4
6)
0%
-
0%
(2.
46
)G
aya
Sol
ar (
Bih
ar)
Pvt
Ltd
0%
12.
31
0%
(0
.20
)0
% -
0
% (
0.2
0)
253
Adani Enterprises Limited 25th Annual Report 2016-17
Not
es fo
rmin
g pa
rt o
f th
e C
onso
lidat
ed F
inan
cial
Sta
tem
ents
for t
he y
ear e
nded
31s
t M
arch
, 20
17
50
AD
DIT
ION
AL
INFO
RM
ATIO
N O
F N
ET
AS
SE
TS A
ND
SH
AR
E IN
PR
OFI
T O
R L
OS
S C
ON
TRIB
UTE
D B
Y V
AR
IOU
S E
NTI
TIE
S A
S R
EQ
UIR
ED
UN
DE
R S
CH
ED
ULE
III O
F TH
E C
OM
PAN
IES
AC
T, 2
013
(co
ntd
.)
Par
ticu
lars
Net
Ass
ets
i.e. T
otal
Ass
ets
less
To
tal L
iabi
litie
sSh
are
in P
rofi
t &
Los
sSh
are
in O
ther
Com
preh
ensi
ve
Inco
me
Shar
e in
Tot
al
Com
preh
ensi
ve In
com
eA
s %
of
cons
olid
ated
N
et A
sset
s
H in
Cro
res
As
% o
f co
nsol
idat
ed
Profi
t or
Los
s
H in
Cro
res
As
% o
f co
nsol
idat
ed
Oth
er
Com
preh
ensi
ve
Inco
me
H in
Cro
res
As
% o
f co
nsol
idat
ed
Tota
l Co
mpr
ehen
sive
In
com
e
H in
Cro
res
Mah
oba
Sol
ar (
UP
) P
vt L
td0
% (
0.0
5)0
% (
0.0
6)
0%
-
0%
(0
.06
)A
dani
Lan
d D
efen
ce S
yste
ms
and
Tech
nolo
gies
Ltd
0%
0.0
4
0%
-
0%
-
0%
-
Ada
ni A
ero
Def
ence
Sys
tem
s an
d Te
chno
logi
es L
td0
% 0
.04
0
% -
0
% -
0
% -
Ada
ni N
aval
Def
ence
Sys
tem
s an
d Te
chno
logi
es L
td0
% 0
.04
0
% -
0
% -
0
% -
Tala
bira
(Odi
sha)
Min
ing
Pvt
Ltd
0%
1.8
6
0%
(0
.10
)0
% -
0
% (
0.1
0)
Ada
ni C
emen
tati
on L
td.
0%
0.0
4
0%
(0
.01)
0%
-
0%
(0
.01)
Ada
ni C
omm
odit
ies
LLP
4%
724
.35
0%
-
0%
-
0%
-
Ada
ni T
rade
com
LLP
0%
0.0
6
0%
-
0%
-
0%
-
Ada
ni T
rade
win
g LL
P0
% 0
.06
0
% -
0
% -
0
% -
A
dan
i Tra
dex
LLP
0%
12.
51
0%
-
0%
-
0%
-
Ada
ni I
nfr
astr
uct
ure
Pvt
Ltd
0%
0.0
5 0
% -
0
% -
0
% -
Fo
reig
n S
ubsi
diar
ies
AW
EL
Glo
bal L
td0
% (
1.4
3)0
% (
0.2
1)0
% 0
.02
0%
(0
.19
)A
dan
i Glo
bal L
td0
% 1
2.39
0
% (
0.0
4)
-3%
6.2
3 1%
6.1
9
Ada
ni G
loba
l FZE
20%
3,9
80
.40
7%
63.
69
37
% (
87.
78)
-3%
(24
.09
)A
dan
i Glo
bal P
te L
td33
% 6
,527
.66
55
% 5
15.9
7 73
% (
170
.09
)4
9%
34
5.8
8
Ada
ni S
hip
pin
g P
te L
td0
% (
88
.13)
-4%
(4
2.0
8)
-1%
3.1
2 -6
% (
38.9
6)
PT
Ada
ni G
loba
l1%
10
2.25
-1
% (
13.5
5)2%
(5.
79)
-3%
(19
.34
)P
T A
dan
i Glo
bal C
oal T
radi
ng
0%
(2.
20)
0%
(0
.02)
0%
0.0
5 0
% 0
.03
Ada
ni M
inin
g P
ty L
td-6
% (
1,14
1.24
)-1
% (
13.4
2)1%
(2.
71)
-2%
(16
.13)
Gal
ilee
Tran
smis
sion
Hol
din
g P
ty L
td0
% -
0
% -
0
% -
0
% -
G
alile
e Tr
ansm
issi
on P
ty L
td0
% (
0.1
7)0
% (
0.0
9)
0%
-
0%
(0
.09
)G
alile
e Tr
ansm
issi
on H
oldi
ngs
Tru
st0
% (
0.0
6)
0%
-
0%
-
0%
-
Ada
ni M
iner
als
Pty
Ltd
0%
5.1
1 0
% 0
.26
0
% (
0.5
0)
0%
(0
.24
)P
T C
oal I
ndo
nes
ia0
% (
8.0
3)0
% (
3.27
)0
% 0
.23
0%
(3.
04
)P
T M
un
dra
Coa
l0
% -
0
% (
0.2
4)
0%
0.0
3 0
% (
0.2
1)P
T S
um
ber
Bar
a0
% 0
.52
0%
(0
.01)
0%
-
0%
(0
.01)
PT
En
ergy
Res
ourc
es0
% 0
.39
0
% 0
.26
0
% (
0.0
1)0
% 0
.25
PT
Gem
ilan
g P
usa
ka P
erti
wi
0%
(0
.01)
0%
(0
.02)
0%
-
0%
(0
.02)
254
Not
es fo
rmin
g pa
rt o
f th
e C
onso
lidat
ed F
inan
cial
Sta
tem
ents
for t
he y
ear e
nded
31s
t M
arch
, 20
17
50
AD
DIT
ION
AL
INFO
RM
ATIO
N O
F N
ET
AS
SE
TS A
ND
SH
AR
E IN
PR
OFI
T O
R L
OS
S C
ON
TRIB
UTE
D B
Y V
AR
IOU
S E
NTI
TIE
S A
S R
EQ
UIR
ED
UN
DE
R S
CH
ED
ULE
III O
F TH
E C
OM
PAN
IES
AC
T, 2
013
(co
ntd
.)
Par
ticu
lars
Net
Ass
ets
i.e. T
otal
Ass
ets
less
To
tal L
iabi
litie
sSh
are
in P
rofi
t &
Los
sSh
are
in O
ther
Com
preh
ensi
ve
Inco
me
Shar
e in
Tot
al
Com
preh
ensi
ve In
com
eA
s %
of
cons
olid
ated
N
et A
sset
s
H in
Cro
res
As
% o
f co
nsol
idat
ed
Profi
t or
Los
s
H in
Cro
res
As
% o
f co
nsol
idat
ed
Oth
er
Com
preh
ensi
ve
Inco
me
H in
Cro
res
As
% o
f co
nsol
idat
ed
Tota
l Co
mpr
ehen
sive
In
com
e
H in
Cro
res
PT
Has
ta M
un
dra
0%
0.4
0
0%
(0
.01)
0%
(0
.01)
0%
(0
.02)
PT
Su
ar H
arap
an B
angs
a0
% 0
.13
0%
(0
.01)
0%
-
0%
(0
.01)
PT
Tam
ban
g S
ejah
tera
Ber
sam
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0
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0.0
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0
% (
0.0
1)P
T N
iaga
An
tar
Ban
gsa
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0.4
8
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0.1
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0.6
2 P
T N
iaga
Lin
tas
Sam
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0%
1.7
4
0%
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1.7
2 P
T La
min
do In
ter
Mu
ltik
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91.
08
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11.8
6)
-1%
2.7
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% (
9.1
5)P
T M
itra
Nai
ga M
ulia
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0.4
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% 8
0.5
4
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9.8
0
Rah
i Sh
ippi
ng
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Ltd
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51.
85
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.17
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1.21
)1%
7.9
6
Van
shi S
hip
pin
g P
te L
td0
% 6
9.1
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9.8
7 1%
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60
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8.2
7 A
anya
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itim
e In
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% 6
8.7
7 2%
16
.12
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6)
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4.4
6
Aas
hn
a M
arit
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0.4
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74)
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8.6
9
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a M
arit
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0
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0.0
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Ada
ni I
nfr
astr
uct
ure
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Ltd
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4.8
2)0
% 0
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% (
4.7
4)
Ada
ni N
orth
Am
eric
a In
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14.4
5)-2
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15.0
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% 0
.49
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% (
14.5
2)A
dan
i Bu
nke
rin
g P
te L
td0
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6.3
3 -5
% 1
2.6
6
3% 1
8.9
9
Tota
l - S
ubsi
diar
ies
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19
,89
2.6
3 7
30.1
1 (
248
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48
1.6
9
Less
: Non
Con
trol
ling
Inte
rest
sA
dan
i Wel
spu
n E
xplo
rati
on L
td (
6.5
6)
(3.
16)
(0
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(3.
15)
Par
sa K
ente
Col
lieri
es L
td (
3.11
) 1
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*
1.6
0
Raj
asth
an C
ollie
ries
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(0
.07)
-
-
-
Jhar
Min
ing
Infr
a P
vt L
td 0
.08
(
0.1
0)
-
(0
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labi
ra (O
dish
a) M
inin
g P
vt L
td (
0.9
1) (
0.0
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(
0.0
5)M
un
dra
Sol
ar T
ech
nop
ark
Pvt
Ltd
28
.11
(28
.30
)*
(28
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)A
dan
i Gre
en E
ner
gy L
td (
599
.64
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24.1
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(24
.09
)A
dan
i Gre
en E
ner
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Tam
ilnad
u)
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.98
) 2
0.1
1 (
0.0
2) 2
0.1
3 A
dan
i Ren
ewab
le E
ner
gy P
ark
Ltd
6.7
8
(6
.80
) (
0.0
5) (
6.7
5)A
dani
Ren
ewab
le E
nerg
y P
ark
(Guj
arat
) Ltd
0.0
1 (
0.0
1) -
(
0.0
1)A
dan
i Gre
en E
ner
gy (
MP
) Lt
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.51
(1.
51)
-
(1.
51)
Ada
ni W
ind
En
ergy
(A
P)
Ltd
0.0
1 (
0.0
2) -
(
0.0
2)A
dan
i Gre
en E
ner
gy (
UP
) Lt
d 0
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.01)
-
(0
.01)
Kam
uth
i Sol
ar P
ower
Ltd
18
.58
(
16.0
0)
-
(16
.00
)R
amn
ad S
olar
Pow
er L
td (
7.6
7) 7
.62
-
7.6
2
255
Adani Enterprises Limited 25th Annual Report 2016-17
Not
es fo
rmin
g pa
rt o
f th
e C
onso
lidat
ed F
inan
cial
Sta
tem
ents
for t
he y
ear e
nded
31s
t M
arch
, 20
17
50
AD
DIT
ION
AL
INFO
RM
ATIO
N O
F N
ET
AS
SE
TS A
ND
SH
AR
E IN
PR
OFI
T O
R L
OS
S C
ON
TRIB
UTE
D B
Y V
AR
IOU
S E
NTI
TIE
S A
S R
EQ
UIR
ED
UN
DE
R S
CH
ED
ULE
III O
F TH
E C
OM
PAN
IES
AC
T, 2
013
(co
ntd
.)
Par
ticu
lars
Net
Ass
ets
i.e. T
otal
Ass
ets
less
To
tal L
iabi
litie
sSh
are
in P
rofi
t &
Los
sSh
are
in O
ther
Com
preh
ensi
ve
Inco
me
Shar
e in
Tot
al
Com
preh
ensi
ve In
com
eA
s %
of
cons
olid
ated
N
et A
sset
s
H in
Cro
res
As
% o
f co
nsol
idat
ed
Profi
t or
Los
s
H in
Cro
res
As
% o
f co
nsol
idat
ed
Oth
er
Com
preh
ensi
ve
Inco
me
H in
Cro
res
As
% o
f co
nsol
idat
ed
Tota
l Co
mpr
ehen
sive
In
com
e
H in
Cro
res
Kam
uth
i Ren
ewab
le E
ner
gy L
td 3
.88
(
2.29
) -
(
2.29
)R
amn
ad R
enew
able
En
ergy
Ltd
4.9
4
(3.
44
) -
(
3.4
4)
Mu
ndr
a S
olar
Ltd
0.0
1 -
-
-
M
un
dra
Sol
ar P
V L
td 2
.34
(
2.32
) -
(
2.32
)P
aram
pujy
a S
olar
En
ergy
Pvt
Ltd
2.2
1 (
1.9
8)
-
(1.
98
)R
osep
etal
Sol
ar E
ner
gy P
vt L
td 0
.28
(
0.2
1) -
(
0.2
1)W
ardh
a S
olar
(M
ahar
ash
tra)
Pvt
Ltd
1.2
1 (
1.21
) -
(
1.21
)K
ilaj S
olar
(M
ahar
ash
tra)
Pvt
Ltd
0.0
2 (
0.0
2) -
(
0.0
2)G
aya
Sol
ar (
Bih
ar)
Pvt
Ltd
0.1
0
(0
.10
) -
(
0.1
0)
Mah
oba
Sol
ar (
Up)
Pvt
Ltd
0.0
3 (
0.0
3) -
(
0.0
3)A
dan
i Win
d E
ner
gy (G
uja
rat)
Pvt
Ltd
0.0
7 (
0.0
6)
-
(0
.06
)A
WE
L G
loba
l Ltd
0.5
1 (
0.0
6)
0.0
1 (
0.0
7)To
tal N
on-C
ontr
ollin
g in
tere
st (
B)
(56
2.25
) (
62.
49
) (
0.1
2) (
62.
37)
Join
t V
entu
res
Ada
ni W
ilmar
Ltd
- c
onso
lidat
ed2%
354
.42
14%
129
.49
-1
% 1
.34
19
% 1
30.8
3 A
dan
i Wilm
ar P
te L
td -
con
solid
ated
0%
41.
212%
18
.30
-5
% 1
2.4
5 4
% 3
0.7
5 A
dani
Ren
ewab
le E
nerg
y Pa
rk (R
ajas
than
) Ltd
0%
(0
.26
)0
% (
0.2
2)0
% -
0
% (
0.2
2)A
dan
i-E
lbit
Adv
ance
d S
yste
ms
Indi
a Lt
d0
% (
0.8
4)
0%
(0
.01)
0%
-
0%
(0
.01)
Indi
anO
il-A
dan
i Gas
Pvt
Ltd
0%
(6
.92)
0%
(3.
07)
0%
(0
.01)
0%
(3.
08
)To
tal -
Joi
nt V
entu
res
(C)
387.
61
14
4.4
9
13.
78
158
.27
Ass
ocia
tes
GS
PC
LN
G L
td0
% 4
8.2
0
0%
-
0%
-
0%
-
CS
PG
CL
AE
L P
arsa
Col
lieri
es L
td0
% (
0.0
4)
0%
-
0%
-
0%
-
Vis
hak
ha
Indu
stri
es P
vt L
td0
% 5
.10
0
% 0
.02
0%
-
0%
0.0
2 To
tal -
Joi
nt V
entu
res
(D)
53.
26
0.0
2 -
0.0
2 To
tal (
A-B
+C
+D
)10
0%
19
,771
.25
100
% 9
37.1
1 10
0%
(23
4.5
2)10
0%
70
2.35
Le
ss: A
dju
stm
ents
ari
sin
g ou
t of
co
nso
lidat
ion
5,6
35.2
8
(50
.63)
(2.
04
) (
52.9
2)
Con
solid
ated
Net
Ass
ets
/ P
rofi
t af
ter
Tax
14
,135
.97
98
7.74
(
232.
48
) 7
55.2
6
Not
e : F
igu
res
in C
rore
s an
d P
erce
nta
ges
are
bein
g n
ulli
fied
at
few
pla
ces
on b
ein
g ro
un
ded
off.
(Am
oun
ts b
elow
H50
,00
0/-
den
oted
as
*)
256
51 APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS The consolidated financial statements were approved for issue by the board of directors on 24th May, 2017.
52 Previous year's figure have been recast, regrouped and rearranged, wherever necessary to conform to this year's classification.
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2017
As per our attached report of even date For and on behalf of the Board
For DHARMESH PARIKH & CO., GAUTAM S. ADANI RAJESH S. ADANIChartered Accountants Chairman Managing DirectorFirm Registration Number : 112054W DIN : 00006273 DIN : 00006322
ANUJ JAIN AMEET H. DESAI JATIN JALUNDHWALAPartner Executive Director and CFO Company Secretary &Membership No. 119140 DIN : 00007116 Sr. Vice President (Legal)
Place : Ahmedabad Place : AhmedabadDate : 24th May, 2017 Date : 24th May, 2017
257
Adani Enterprises Limited 25th Annual Report 2016-17
Form
No.
AO
C -
1S
alie
nt f
eatu
res
of t
he fi
nanc
ial s
tate
men
t of
Sub
sidi
arie
s /
Ass
ocia
te/
Join
t V
entu
res
as p
er C
ompa
nies
Act
, 20
13
(Pu
rsu
ant
to fi
rst
prov
iso
to s
ub-
Sec
tion
(3)
of
Sec
tion
129
rea
d w
ith
Ru
le 5
of
Com
pan
ies
(Acc
oun
ts)
Ru
les,
20
14)
Par
t "A
" : S
ubs
idia
ries
(H in
Cro
res)
Sr.
No.
Ent
ity
Nam
eR
epor
ting
P
erio
dC
urre
ncy
Sha
re
Cap
ital
Res
erve
s &
S
urpl
usTo
tal A
sset
sTo
tal
Liab
iliti
esIn
vest
men
tTu
rnov
erP
rofi
t /
(Los
s) b
efor
e Ta
xati
on
Pro
visi
on f
or
Taxa
tion
Pro
fit
/ (L
oss)
Aft
er
taxa
tion
Pro
pose
d D
ivid
end
% o
f S
hare
Hol
ding
1A
dan
i Gas
Ltd
(A
GA
SL)
2016
-17
INR
256
.74
458
.10
1,
659
.81
94
4.9
69
0.5
31,
162.
44
156
.09
54
.90
10
1.19
-
100
% b
y A
GH
L
2A
dan
i En
ergy
Ltd
(A
EN
L)20
16-1
7IN
R1.
36 (
3.14
)0
.13
1.9
1-
- 0
.05
0.0
0 0
.05
-10
0%
by
AE
L
3A
dan
i Agr
ifre
sh L
td (
AA
FL)
2016
-17
INR
45.
61
(50
.50
)4
57.6
14
62.
5014
.94
178
.83
(4
1.8
6)
- (
41.
86
)-
100
% b
y A
EL
4A
dan
i Gas
Hol
din
gs L
td (
AG
HL)
(F
orm
erly
kn
own
as
Mu
ndr
a LN
G L
td)
2016
-17
INR
0.0
5 (
0.0
9)
232.
7723
2.8
123
2.4
60
.24
(0
.08
)-
(0
.08
)-
51%
by
MG
PL
, 4
9%
AT
WG
LLP
5A
dan
i Syn
ener
gy L
td (
AS
L)20
16-1
7IN
R0
.05
(0
.17)
26.4
526
.57
--
(0
.01)
- (
0.0
1)-
100
% b
y A
EL
6A
dan
i Def
ence
Sys
tem
s A
nd
Tech
nol
ogie
s Lt
d (A
DST
L)20
16-1
7IN
R0
.05
(0
.03)
0.1
80
.17
0.1
5-
(0
.02)
- (
0.0
2)-
100
% b
y A
EL
7A
dan
i Lan
d D
efen
ce S
yste
ms
An
d Te
chn
olog
ies
Ltd
2016
-17
INR
0.0
5 (
0.0
1)0
.04
0.0
0-
- (
0.0
0)
- (
0.0
0)
-10
0%
by
AD
STL
8A
dan
i Aer
o D
efen
ce S
yste
ms
An
d Te
chn
olog
ies
Ltd
2016
-17
INR
0.0
5 (
0.0
1)0
.04
0.0
0-
- (
0.0
0)
- (
0.0
0)
-10
0%
by
AD
STL
9A
dan
i Nav
al D
efen
ce S
yste
ms
An
d Te
chn
olog
ies
Ltd
2016
-17
INR
0.0
5 (
0.0
1)0
.04
0.0
0-
- (
0.0
0)
- (
0.0
0)
-10
0%
by
AD
STL
10A
dan
i Agr
i Log
isti
cs L
td (
AA
LL)
2016
-17
INR
99
.83
(26
.09
)53
4.5
54
60
.81
16.0
09
3.79
2.2
6
0.2
6 2
.00
-
100
% b
y A
EL
11A
dan
i Agr
i Log
isti
cs (
MP
) Lt
d (A
ALM
PL)
2016
-17
INR
1.0
0 (
3.0
5)24
.90
26.9
5-
1.39
(1.
68
)0
.00
(1.
68
)-
100
% b
y A
ALL
12A
dan
i Agr
i Log
isti
cs (
Har
da)
Ltd
(AA
LHR
DL)
2016
-17
INR
1.0
0 (
3.13
)24
.09
26.2
2-
1.4
7 (
0.6
0)
0.0
0 (
0.6
0)
-10
0%
by
AA
LL
13A
dan
i Agr
i Log
isti
cs
(Hos
han
gaba
d) L
td (
AA
LHS
GL)
2016
-17
INR
1.0
0 (
3.31
)23
.51
25.8
2-
1.10
(0
.83)
0.0
0 (
0.8
3)-
100
% b
y A
ALL
14A
dan
i Agr
i Log
isti
cs (
Sat
na)
Ltd
(A
ALS
L)20
16-1
7IN
R1.
00
(3.
71)
22.7
925
.50
-0
.93
(1.
29)
0.0
0 (
1.29
)-
100
% b
y A
ALL
15A
dan
i Agr
i Log
isti
cs (
Ujja
in)
Ltd
(AA
LUL)
2016
-17
INR
1.0
0 (
0.9
7)22
.54
22.5
1-
1.0
6 (
0.6
8)
0.0
0 (
0.6
8)
-10
0%
by
AA
LL
16A
dan
i Agr
i Log
isti
cs (
Dew
as)
Ltd
(AA
LDL)
2016
-17
INR
1.0
0 (
1.70
)23
.25
23.9
5-
0.8
4 (
1.0
9)
- (
1.0
9)
-10
0%
by
AA
LL
17A
dan
i Agr
i Log
isti
cs (
Kat
ihar
) Lt
d (A
ALK
ATL)
2016
-17
INR
1.0
0 0
.00
1.
100
.10
-0
.35
0.0
0
0.0
0 0
.00
-
100
% b
y A
ALL
18A
dan
i Agr
i Log
isti
cs (
Kot
akap
ura
) Lt
d (A
ALK
OTL
)20
16-1
7IN
R1.
00
0.0
4
17.4
116
.37
-16
.17
0.0
9
0.0
5 0
.04
-
100
% b
y A
ALL
19A
dan
i Agr
i Log
isti
cs (
Kan
nau
j) Lt
d (A
ALK
AN
L)10
-01-
2017
to
31-0
3-20
17IN
R1.
00
(0
.03)
1.0
00
.03
--
(0
.03)
- (
0.0
3)-
100
% b
y A
ALL
20A
dan
i Agr
i Log
isti
cs (
Pan
ipat
) Lt
d (A
ALP
AN
L)11
-01-
2017
to
31-0
3-20
17IN
R1.
00
(0
.03)
1.0
00
.03
--
(0
.03)
- (
0.0
3)-
100
% b
y A
ALL
21A
dan
i Agr
i Log
isti
cs (
Mog
a) L
td
(AA
LMO
GL)
18-0
1-20
17 t
o 31
-03-
2017
INR
1.0
0 (
0.0
3)1.
00
0.0
3-
- (
0.0
3)-
(0
.03)
-10
0%
by
AA
LL
22A
dan
i Agr
i Log
isti
cs (
Man
sa)
Ltd
(AA
LMA
NL)
19-0
1-20
17 t
o 31
-03-
2017
INR
1.0
0 (
0.0
3)1.
00
0.0
3-
- (
0.0
3)-
(0
.03)
-10
0%
by
AA
LL
258
(H in
Cro
res)
Sr.
No.
Ent
ity
Nam
eR
epor
ting
P
erio
dC
urre
ncy
Sha
re
Cap
ital
Res
erve
s &
S
urpl
usTo
tal A
sset
sTo
tal
Liab
iliti
esIn
vest
men
tTu
rnov
erP
rofi
t /
(Los
s) b
efor
e Ta
xati
on
Pro
visi
on f
or
Taxa
tion
Pro
fit
/ (L
oss)
Aft
er
taxa
tion
Pro
pose
d D
ivid
end
% o
f S
hare
Hol
ding
23A
dan
i Agr
i Log
isti
cs (
Bat
hin
da)
Ltd.
(A
ALB
ATH
L)20
-01-
2017
to
31-0
3-20
17IN
R1.
00
(0
.03)
1.0
00
.03
--
(0
.03)
- (
0.0
3)-
100
% b
y A
ALL
24A
dan
i Agr
i Log
isti
cs (
Bar
nal
a) L
td.
(AA
LBA
RN
L)18
-01-
2017
to
31-0
3-20
17IN
R1.
00
(0
.03)
1.0
00
.03
--
(0
.03)
- (
0.0
3)-
100
% b
y A
ALL
25A
dan
i Agr
i Log
isti
cs (
Nak
odar
) Lt
d. (
AA
LNA
KO
L)19
-01-
2017
to
31-0
3-20
17IN
R1.
00
(0
.03)
1.0
00
.03
--
(0
.03)
- (
0.0
3)-
100
% b
y A
ALL
26A
dan
i Agr
i Log
isti
cs (
Ram
an)
Ltd.
(A
ALR
AM
L)18
-01-
2017
to
31-0
3-20
17IN
R1.
00
(0
.03)
1.0
00
.03
--
(0
.03)
- (
0.0
3)-
100
% b
y A
ALL
27A
dan
i Sh
ippi
ng
Indi
a P
riva
te L
td.
(AS
IPL)
2016
-17
INR
0.0
5 (
0.4
6)
0.8
01.
21-
3.37
0.0
6
0.0
3 0
.03
-10
0%
by
AE
L
28N
atu
ral G
row
ers
Pri
vate
Ltd
. (N
GP
L)20
16-1
7IN
R4
6.8
6 (
19.6
9)
32.8
55.
68
--
(5.
97)
- (
5.9
7)-
100
% b
y A
EL
29Ta
labi
ra (O
dish
a) M
inin
g P
riva
te
Ltd.
(TO
MP
L) (
Form
erly
kn
own
as
Kor
ba C
lean
Coa
l Pvt
. Ltd
.)
2016
-17
INR
1.9
6 (
0.1
0)
5.10
3.24
--
(0
.10
)-
(0
.10
)-
51%
by
AE
L
30P
raya
tna
Dev
elop
ers
Pri
vate
Ltd
. (P
DP
L)20
16-1
7IN
R13
6.7
1 1
5.6
6
96
3.6
68
11.2
94
.49
0.3
5 (
16.3
8)
(33.
86
) 1
7.4
7 -
100
% b
y A
EL
31R
osep
etal
Sol
ar E
ner
gy P
riva
te
Ltd.
(R
ES
PL)
2016
-17
INR
0.0
1 (
0.5
7)0
.82
1.39
--
(0
.43)
0.0
0 (
0.4
3)-
100
% b
y A
GE
L
32P
aram
pujy
a S
olar
En
ergy
Pri
vate
Lt
d. (
PS
EP
L)20
16-1
7IN
R35
8.1
6 (
4.5
1)8
63.
3150
9.6
629
9.9
8-
(4
.04
)0
.00
(4
.05)
-10
0%
by
AG
EL
33A
dan
i Wel
spu
n E
xplo
rati
on L
td.
(AW
EL)
2016
-17
INR
13.3
0 5
.44
9
30.3
19
11.5
70
.02
- (
8.9
9)
- (
8.9
9)
-6
5% b
y A
EL
34P
arsa
Ken
te C
ollie
ries
Ltd
. (P
KC
L)20
16-1
7IN
R0
.50
11.
45
1,16
6.3
21,
154
.37
-76
8.4
0 9
.59
3.
43
6.1
6
-74
% b
y A
EL
35C
hen
dipa
da C
ollie
ries
Pri
vate
Lt
d. (C
CP
L)20
16-1
7IN
R0
.05
(0
.02)
0.0
30
.00
--
(0
.00
)-
(0
.00
)-
100
% b
y A
EL
36A
dan
i Res
ourc
es P
vt. L
td. (
AR
PL)
2016
-17
INR
0.0
1 0
.24
2.
06
1.8
1-
7.53
0.1
8
0.0
5 0
.14
-
100
% b
y A
EL
37S
urg
uja
Pow
er P
riva
te L
td. (
SP
PL)
2016
-17
INR
0.0
1 (
1.26
)6
.35
7.6
00
.12
-0.0
0 (
0.1
3)0
.00
(0
.13)
-10
0%
by
AE
L
38A
dan
i Ch
endi
pada
Min
ing
P L
td.
(AC
MP
L)20
16-1
7IN
R0
.01
(0
.02)
0.0
00
.01
--
(0
.00
)-
(0
.00
)-
100
% b
y A
EL
39R
ajas
than
Col
lieri
es L
td. (
RC
L)20
16-1
7IN
R0
.50
(0
.23)
4.4
74
.20
--
0.0
0
0.0
0 0
.00
-
74%
by
AE
L
40
Ada
ni B
un
keri
ng
Pri
vate
Ltd
. (A
BP
L)20
16-1
7IN
R1.
69
86
.83
784
.14
69
5.6
216
.11
790
.81
17.
95
0.7
8 1
7.17
-
100
% b
y A
GP
TE
41
Ada
ni P
ower
Dah
ej L
td. (
AP
DL)
2016
-17
INR
763.
35 (
205.
91)
568
.11
10.6
70
.15
0.0
0 (
40
.74
)0
.00
(4
0.7
4)
-10
0%
by
AE
L
42
Ku
tch
h P
ower
Gen
erat
ion
Ltd
. (K
PG
L)20
16-1
7IN
R11
8.4
4 (
52.9
6)
65.
49
0.0
00
.14
- (
17.3
4)
- (
17.3
4)
-10
0%
by
AE
L
43
Ada
ni P
ench
Pow
er L
td. (
AP
PL)
2016
-17
INR
276
.78
(9
2.30
)18
5.78
1.30
--
(17
.28
)0
.00
(17
.28
)-
100
% b
y A
EL
44
Mah
agu
j Pow
er L
td. (
MP
L)20
16-1
7IN
R0
.05
(0
.07)
0.2
10
.23
0.0
3-
(0
.02)
- (
0.0
2)-
99
.9%
by
AE
L 0
.1%
by
AIP
L
45
Jhar
Min
ing
Infr
a P
riva
te L
td.
(JM
IPL)
2016
-17
INR
0.0
5 (
0.2
1)0
.12
0.2
8-
- (
0.2
0)
- (
0.2
0)
-51
% b
y A
EL
46
Mu
ndr
a S
olar
Tec
hn
opar
k P
riva
te
Ltd.
(M
STP
L)20
16-1
7IN
R4
.98
(52
.22)
1,4
80
.85
1,52
8.0
9-
10.6
7 (
51.5
2)-
(51
.52)
-38
.15%
by
AG
TL,
25.1
0%
by
MS
L,
25.1
0%
by
MS
PL
47
Ada
ni G
reen
En
regy
Ltd
. (A
GE
L)20
16-1
7IN
R1,
273.
90
(50
.15)
1,78
0.9
955
7.24
1,35
3.76
9.9
1 (
49
.30
)-
(4
9.3
0)
-51
% b
y A
EL
48
Ada
ni G
reen
En
ergy
(Ta
miln
adu
) Lt
d. (
AG
ETL
)20
16-1
7IN
R8
90
.15
30
.58
2,
246
.46
1,32
5.73
66
2.25
238
.55
(18
.02)
(59
.02)
41.
01
-10
0%
of
AG
EL
259
Adani Enterprises Limited 25th Annual Report 2016-17
(H in
Cro
res)
Sr.
No.
Ent
ity
Nam
eR
epor
ting
P
erio
dC
urre
ncy
Sha
re
Cap
ital
Res
erve
s &
S
urpl
usTo
tal A
sset
sTo
tal
Liab
iliti
esIn
vest
men
tTu
rnov
erP
rofi
t /
(Los
s) b
efor
e Ta
xati
on
Pro
visi
on f
or
Taxa
tion
Pro
fit
/ (L
oss)
Aft
er
taxa
tion
Pro
pose
d D
ivid
end
% o
f S
hare
Hol
ding
49
Ada
ni W
ind
En
ergy
(A
P)
Ltd.
(F
orm
erly
kn
own
as
Ada
ni G
reen
E
ner
gy (
Tela
nga
na)
Ltd
)
2016
-17
INR
0.0
5 (
0.0
5)0
.22
0.2
1-
- (
0.0
4)
- (
0.0
4)
-10
0%
of
AG
EL
50A
dan
i Gre
en E
ner
gy (
MP
) Lt
d.
(AG
EM
L)20
16-1
7IN
R0
.05
(3.
08
)1.
03
4.0
6-
- (
3.0
7)-
(3.
07)
-10
0%
of
AG
EL
51K
amu
thi S
olar
Pow
er L
td. (
KS
PL)
2016
-17
INR
381.
00
(37
.93)
1,55
4.5
71,
211.
50-
90
.44
(55
.78
)(2
3.12
) (
32.6
6)
-10
0%
by
AG
ETL
52R
amn
ad S
olar
Pow
er L
td. (
RS
PL)
2016
-17
INR
76.5
0 1
5.6
6
537.
69
44
5.53
-77
.52
(3.
53)
(19
.33)
15.
80
-
100
% b
y A
GE
TL
53K
amu
thi R
enew
able
En
ergy
Ltd
. (K
RE
L)20
16-1
7IN
R76
.25
(7.
91)
514
.87
44
6.5
3-
50.2
7 (
33.0
8)
(28
.41)
(4
.67)
-10
0%
by
AG
ETL
54R
amn
ad R
enew
able
En
ergy
Ltd
. (R
RE
L)20
16-1
7IN
R12
7.0
0 (
10.0
8)
564
.27
44
7.35
-29
.74
(14
.98
)(7
.96
) (
7.0
2)-
100
% b
y A
GE
TL
55A
dan
i Gre
en E
ner
gy (
UP
) Lt
d.
(AG
EU
PL)
2016
-17
INR
0.0
5 (
0.0
3)12
6.3
112
6.2
9-
- (
0.0
1)0
.01
(0
.02)
-10
0%
of
AG
EL
56M
un
dra
Sol
ar P
v Lt
d. (
MS
PV
L)20
16-1
7IN
R30
0.0
0 (
4.7
8)
2,4
46
.17
2,15
0.9
54
3.9
9-
(4
.57)
0.1
6 (
4.7
4)
-10
0%
by
AG
TL
57M
un
dra
Sol
ar L
td. (
MS
L)20
16-1
7IN
R0
.05
(0
.01)
52.7
052
.66
1.25
- (
0.0
0)
0.0
0 (
0.0
0)
-10
0%
by
AG
TL
58A
dan
i Win
d E
ner
gy (G
uja
rat)
Pvt
Lt
d. (
AW
EG
PL)
(Fo
rmer
ly k
now
n
as D
ury
odh
ana
Dev
elop
ers
Pvt
Lt
d)
2016
-17
INR
24.0
1 (
0.1
3)31
9.4
929
5.6
1-
- (
0.1
3)-
(0
.13)
-10
0%
by
AG
EL
59K
ilaj S
olar
(M
ahar
ash
tra)
Pri
vate
Lt
d. (
KS
MH
PL)
2016
-17
INR
0.0
1 (
0.0
4)
9.7
49
.77
--
(0
.04
)-
(0
.04
)-
100
% b
y A
GE
L
60
Ada
ni G
reen
Tec
hn
olog
y Lt
d.
(For
mer
ly k
now
n a
s S
ami S
olar
(G
uja
rat)
Pvt
Ltd
.)
2016
-17
INR
300
.01
(0
.02)
302.
242.
2430
1.9
50
.26
(0
.02)
- (
0.0
2)-
51%
by
ATR
DC
LLP
61
War
dha
Sol
ar (
Mah
aras
htr
a)
Pvt
Ltd
.20
16-1
7IN
R27
7.0
1 (
2.4
6)
314
.90
40
.35
--
(2.
46
)-
(2.
46
)-
100
% b
y P
SE
PL
62
Gay
a S
olar
(B
ihar
) P
vt L
td.
2016
-17
INR
12.5
1 (
0.2
0)
16.6
24
.31
--
(0
.20
)-
(0
.20
)-
100
% b
y A
GE
L
63
Mah
oba
Sol
ar (
UP
) P
vt L
td.
2016
-17
INR
0.0
1 (
0.0
6)
1.37
1.4
1-
- (
0.0
6)
- (
0.0
6)
-10
0%
by
AG
EL
64
Ada
ni R
enew
able
En
ergy
Par
k Lt
d.20
16-1
7IN
R0
.05
(13
.89
)4
0.6
754
.51
40
.33
- (
13.9
9)
- (
13.9
9)
-51
% b
y AT
CM
LLP
65
Ada
ni R
enew
able
En
ergy
Par
k (G
uja
rat)
Ltd
.20
16-1
7IN
R0
.05
(0
.03)
0.0
30
.01
--
(0
.02)
- (
0.0
2)-
100
% b
y A
RE
PL
66
Ada
ni C
omm
odit
ies
LLP
(AT
CM
LL
P)
22-0
3-20
17 t
o 31
-03-
2017
INR
724
.35
-
724
.35
0.0
072
4.3
4-
(0
.00
)-
(0
.00
)-
99
.90
% b
y A
EL
, 0
.10
% b
y A
IPL
67
Ada
ni T
rade
com
LLP
(AT
RD
C L
LP)
14-0
3-20
17 t
o 31
-03-
2017
INR
0.0
6 -
0
.06
0.0
60
.03
- (
0.0
0)
- (
0.0
0)
-9
9.%
by
AE
L,
1% b
y A
IPL
68
Ada
ni T
rade
win
g LL
P (
ATR
DW
LL
P)
22-0
3-20
17 t
o 31
-03-
2017
INR
0.0
6 -
0
.06
0.0
60
.02
- (
0.0
0)
- (
0.0
0)
-9
9.9
0%
by
AE
L,
0.1
0%
by
AIP
L
69
Ada
ni T
rade
x LL
P (
ATR
DX
LLP
)14
-03-
2017
to
31-0
3-20
17IN
R12
.51
-
12.5
10
.00
12.5
0-
(0
.00
)-
(0
.00
)-
99
% b
y A
EL
1 %
by
AIP
L
70A
dan
i In
fras
tru
ctu
re P
vt. L
td.
(AIP
L)21
-03-
2017
to
31-0
3-20
17IN
R0
.05
(0
.00
)0
.05
0.0
00
.00
- (
0.0
0)
- (
0.0
0)
-10
0%
by
AE
L
71A
dan
i Cem
enta
tion
Ltd
. (A
CL)
06
-12-
2016
to
31-0
3-20
17IN
R0
.05
(0
.01)
0.0
60
.02
0.0
3-
(0
.01)
- (
0.0
1)-
100
% b
y A
EL
72A
dan
i Nor
th A
mer
ica
Inc
(AN
INC
)0
5-0
1-20
16 t
o 31
-03-
2017
US
D M
io0
.01
(2.
24)
0.7
83.
00
--
(2.
24)
- (
2.24
)-
100
% b
y A
GP
TE
Ada
ni N
orth
Am
eric
a In
c (A
NIN
C)
INR
0.0
6 (
14.5
1)5.
04
19.4
8-
- (
15.0
1)-
(15
.01)
-
73A
WE
L G
loba
l Ltd
.20
16-1
7U
SD
Mio
0.0
0 (
0.2
2)0
.01
0.2
3-
- (
0.0
3)-
(0
.03)
-10
0%
by
AW
EL
AW
EL
Glo
bal L
td.
2016
-17
INR
0.0
2 (
1.4
5)0
.08
1.51
--
(0
.21)
- (
0.2
1)-
260
(H in
Cro
res)
Sr.
No.
Ent
ity
Nam
eR
epor
ting
P
erio
dC
urre
ncy
Sha
re
Cap
ital
Res
erve
s &
S
urpl
usTo
tal A
sset
sTo
tal
Liab
iliti
esIn
vest
men
tTu
rnov
erP
rofi
t /
(Los
s) b
efor
e Ta
xati
on
Pro
visi
on f
or
Taxa
tion
Pro
fit
/ (L
oss)
Aft
er
taxa
tion
Pro
pose
d D
ivid
end
% o
f S
hare
Hol
ding
74A
dan
i Glo
bal L
td. (
AG
L)20
16-1
7U
SD
Mio
6.4
0 (
4.4
9)
46
.68
44
.77
46
.22
- (
0.0
1)-
(0
.01)
-10
0%
by
AE
L
Ada
ni G
loba
l Ltd
. (A
GL)
2016
-17
INR
41.
50 (
29.1
1)30
2.72
290
.33
299
.71
- (
0.0
4)
- (
0.0
4)
-
75A
dan
i Glo
bal F
ZE (
AG
FZE
)20
16-1
7A
ED
Mio
18.0
0 2
,236
.54
4
,49
1.6
22,
237.
08
0.3
05,
654
.90
34
.91
- 3
4.9
1 -
100
% b
y A
GL
Ada
ni G
loba
l FZE
(A
GFZ
E)
2016
-17
INR
31.7
8 3
,94
8.6
2 7,
929
.96
3,9
49
.56
0.5
310
,324
.97
63.
74
- 6
3.74
-
76A
dan
i Glo
bal P
TE L
td. (
AG
PTE
)20
16-1
7U
SD
Mio
27.6
0 9
78.9
8
2,35
3.8
81,
347.
3156
.82
3,54
9.7
2 8
3.4
4
5.8
0 7
7.6
4
-10
0%
by
AG
L
Ada
ni G
loba
l PTE
Ltd
. (A
GP
TE)
2016
-17
INR
178
.99
6,3
48
.67
15,2
64
.93
8,7
37.2
936
8.4
623
,80
4.4
8 5
59.5
8
38.9
0 5
20.6
8
-
77A
dan
i Bu
nke
rin
g P
TE L
td.
(AB
PTE
) (M
erge
d w
ith
AG
PTE
w
.e.f
01-
01-
2017
)
01-
04
-20
16 t
o 31
-12-
2016
US
D M
io-
-
--
-35
.68
0.8
1 (0
.14
) 0
.94
-
-
INR
- -
-
--
239
.28
5.4
3 (0
.91)
6.3
3 -
78A
dan
i Sh
ippi
ng
PTE
Ltd
. (A
SP
L)20
16-1
7U
SD
Mio
0.0
0 (
13.5
9)
112.
5812
6.1
70
.09
260
.48
(6
.17)
- (
6.1
7)-
100
% b
y A
GP
TE
Ada
ni S
hip
pin
g P
TE L
td. (
AS
PL)
2016
-17
INR
0.0
0 (
88
.14
)73
0.0
78
18.2
00
.59
1,74
6.7
8 (
41.
38)
- (
41.
38)
-
79P
T A
dan
i Glo
bal (
PT
AG
L)20
16-1
7ID
R M
io23
1,54
8.8
5 (2
1,8
05.
65)
391,
546
.47
181,
80
3.27
6,3
58.0
09
,68
0.8
2 (
25,2
43.
35)
8,4
61.
52 (
16,7
81.
83)
-9
5% b
y A
GP
TE,
5% b
y A
GL
PT
Ada
ni G
loba
l (P
T A
GL)
2016
-17
INR
112.
88
(10
.63)
190
.88
88
.63
3.10
4.8
9 (
12.7
5)4
.27
(8
.47)
-
80
PT
Ada
ni G
loba
l Coa
l Tra
din
g (P
TAG
CT
)20
16-1
7ID
R M
io1,
500
.00
(6
,019
.84
)59
2.6
85,
112.
534
2.0
06
,50
8.4
0 1
,68
7.9
2 1,
721.
77 (
33.8
4)
-9
5% b
y A
GP
TE,
5 %
by
AG
L
PT
Ada
ni G
loba
l Coa
l Tra
din
g (P
TAG
CT
)20
16-1
7IN
R0
.73
(2.
93)
0.2
92.
49
0.0
23.
29 0
.85
0.8
7 (
0.0
2)-
81
Ada
ni M
inin
g P
TY
Ltd
. (A
MP
TY
)20
16-1
7A
UD
Mio
8.6
9 (
238
.89
)1,
40
9.0
41,
639
.23
0.0
0-
(3.
24)
- (
3.24
)-
100
% b
y A
GP
TE
Ada
ni M
inin
g P
TY
Ltd
. (A
MP
TY
)20
16-1
7IN
R4
3.10
(1,
184
.34
)6
,98
5.6
58
,126
.89
0.0
0-
(16
.35)
- (
16.3
5)-
82
Gal
ilee
Tran
smis
sion
Hol
din
g P
TY
Lt
d. (G
THP
L)20
16-1
7A
UD
Mio
0.0
0 (
0.0
0)
0.0
00
.00
0.0
0-
(0
.00
)-
(0
.00
)-
100
% b
y A
MP
TY
Gal
ilee
Tran
smis
sion
Hol
din
g P
TY
Lt
d. (G
THP
L)20
16-1
7IN
R0
.00
(0
.00
)0
.00
0.0
10
.00
- (
0.0
0)
- (
0.0
0)
-
83
Gal
ilee
Tran
smis
sion
PT
Y L
td.
(GTP
TY
L)20
16-1
7A
UD
Mio
0.0
0 (
0.0
3)0
.00
0.0
3-
- (
0.0
2)-
(0
.02)
-10
0%
by
GTH
PL
Gal
ilee
Tran
smis
sion
PT
Y L
td.
(GTP
TY
L)20
16-1
7IN
R0
.00
(0
.17)
0.0
00
.17
--
(0
.09
)-
(0
.09
)-
84
Gal
ilee
Tran
smis
sion
Hol
din
gs
Tru
st (G
THL)
2016
-17
AU
D M
io0
.00
(0
.01)
0.0
00
.01
--
-
- -
-
100
% b
y G
TPL
Gal
ilee
Tran
smis
sion
Hol
din
gs
Tru
st (G
THL)
2016
-17
INR
0.0
0 (
0.0
6)
0.0
00
.06
--
-
- -
-
85
Ada
ni M
iner
als
PT
Y L
td.
(AM
RLP
TY
)20
16-1
7A
UD
Mio
1.50
(0
.47)
1.59
0.5
5-
- 0
.05
0.0
0 0
.05
-9
0%
by
AG
PTE
10
% b
y A
EL
Ada
ni M
iner
als
PT
Y L
td.
(AM
RLP
TY
)20
16-1
7IN
R7.
44
(2.
32)
7.8
62.
75-
- 0
.26
0
.00
0.2
6
-
86
PT
Coa
l In
don
esia
(P
T C
T)
2016
-17
IDR
Mio
1,50
0.0
0 (
17,9
71.9
4)
10,9
64
.63
27,4
36.5
7-
4,6
76.2
7 (
6,6
27.4
6)
(14
3.6
7) (
6,4
83.
78)
-9
9.3
3% b
y P
TAG
L,
0.6
7% b
y P
TAG
CT
PT
Coa
l In
don
esia
(P
T C
T)
2016
-17
INR
0.7
3 (
8.7
6)
5.35
13.3
8-
2.36
(3.
35)
(0.0
7) (
3.27
)-
87
PT
Mu
ndr
a C
oal (
PT
MC
)0
1-0
4-2
016
to
06
-10
-20
16ID
R M
io-
-
--
--
(22
.47)
- (
22.4
7)-
-
PT
Mu
ndr
a C
oal (
PT
MC
)IN
R-
-
--
--
(0
.01)
- (
0.0
1)-
88
PT
Su
mbe
r B
ara
(PT
SB
)20
16-1
7ID
R M
io1,
500
.00
(4
33.3
8)
1,0
93.
3226
.70
765.
00
- (
24.5
8)
- (
24.5
8)
-9
9.3
3% b
y P
TAG
L,
0.6
7% b
y P
TAG
CT
PT
Su
mbe
r B
ara
(PT
SB
)20
16-1
7IN
R0
.73
(0
.21)
0.5
30
.01
0.3
7-
(0
.01)
- (
0.0
1)-
89
PT
En
ergy
Res
ourc
es (
PT
ER
)20
16-1
7ID
R M
io1,
500
.00
(6
90
.30
)2,
240
.83
1,4
31.1
425
5.0
011
,436
.65
671
.99
14
8.9
8 5
23.0
1 -
99
.33%
by
PTA
GL
, 0
.67%
by
PTA
GC
TP
T E
ner
gy R
esou
rces
(P
T E
R)
2016
-17
INR
0.7
3 (
0.3
4)
1.0
90
.70
0.1
25.
78 0
.34
0
.08
0.2
6
-
90
PT
Su
ar H
arap
an B
angs
a (P
T S
HB
)20
16-1
7ID
R M
io55
0.0
0 (
288
.92)
11,9
66
.15
11,7
05.
07
--
(17
.52)
1.22
(18
.74
)-
75%
by
PTN
AB
, 25
% b
y P
TNLS
PT
Su
ar H
arap
an B
angs
a (P
T S
HB
)20
16-1
7IN
R0
.27
(0
.14
)5.
83
5.71
--
(0
.01)
0.0
0 (
0.0
1)-
261
Adani Enterprises Limited 25th Annual Report 2016-17
(H in
Cro
res)
Sr.
No.
Ent
ity
Nam
eR
epor
ting
P
erio
dC
urre
ncy
Sha
re
Cap
ital
Res
erve
s &
S
urpl
usTo
tal A
sset
sTo
tal
Liab
iliti
esIn
vest
men
tTu
rnov
erP
rofi
t /
(Los
s) b
efor
e Ta
xati
on
Pro
visi
on f
or
Taxa
tion
Pro
fit
/ (L
oss)
Aft
er
taxa
tion
Pro
pose
d D
ivid
end
% o
f S
hare
Hol
ding
91
PT
Tam
ban
g S
ejah
tera
Ber
sam
a (P
T TS
B)
2016
-17
IDR
Mio
500
.00
(31
2.6
7)8
,04
6.1
67,
858
.83
--
(16
.98
)(0
.38
) (
16.6
0)
-75
% b
y P
TNA
B,
25%
by
PTN
LS
PT
Tam
ban
g S
ejah
tera
Ber
sam
a (P
T TS
B)
2016
-17
INR
0.2
4 (
0.1
5)3.
92
3.8
3-
- (
0.0
1)(0
.00
) (
0.0
1)-
92
PT
Nia
ga A
nta
r B
angs
a (P
T N
AB
)20
16-1
7ID
R M
io51
0.0
0 (
2,78
3.79
)35
,84
9.2
138
,123
.01
9,7
95.
00
4,4
61.
05
1,3
58.8
0
411
.15
94
7.6
5 -
75%
by
PTS
B,
25%
by
PTE
RP
T N
iaga
An
tar
Ban
gsa
(PT
NA
B)
2016
-17
INR
0.2
5 (
1.36
)17
.48
18.5
84
.78
2.25
0.6
9
0.2
1 0
.48
-
93
PT
Nia
ga L
inta
s S
amu
dra
(PT
NLS
)20
16-1
7ID
R M
io51
0.0
0 3
,072
.48
3,
652
.97
70.4
93,
48
4.0
04
,720
.84
4,3
85.
95
936
.70
3,4
49
.26
-
75%
by
PTS
B,
25%
by
PTE
R
PT
Nia
ga L
inta
s S
amu
dra
(PT
NLS
)20
16-1
7IN
R0
.25
1.5
0
1.78
0.0
31.
702.
38 2
.21
0.4
7 1
.74
-
94
PT
Gem
ilan
g P
usa
ka P
erti
wi (
PT
GP
P)
2016
-17
IDR
Mio
510
.00
(52
6.0
0)
1,8
87.
83
1,9
03.
83
--
(1.
50)
47.
26 (
48
.76
)-
75%
by
PTN
AB
, 25%
by
PTN
LS
PT
Gem
ilan
g P
usa
ka P
erti
wi (
PT
GP
P)
2016
-17
INR
0.2
5 (
0.2
6)
0.9
20
.93
--
(0
.00
)0
.02
(0
.02)
-
95
PT
Has
ta M
un
dra
(PT
HM
)20
16-1
7ID
R M
io1,
00
0.0
0 (
181.
89
)2,
376
.76
1,55
8.6
5-
- (
14.2
6)
(3.5
7) (
10.7
0)
-75
% b
y P
TNA
B, 2
5%
by P
TNLS
PT
Has
ta M
un
dra
(PT
HM
)20
16-1
7IN
R0
.49
(0
.09
)1.
160
.76
--
(0
.01)
(0.0
0)
(0
.01)
-
96
PT
Lam
indo
Inte
r M
ult
ikon
(P
T LI
M)
2016
-17
IDR
Mio
10,5
00
.00
(1,9
7,320
.67)
356
,627
.57
543,
44
8.2
475
6.0
06
30,4
54.1
3 (
15,7
27.3
4)
6,9
65.
91
(22
,69
3.25
)-
75%
by
PTN
AB
, 25
% b
y P
TNLS
PT
Lam
indo
Inte
r M
ult
ikon
(P
T LI
M)
2016
-17
INR
5.12
(9
6.1
9)
173.
86
264
.93
0.3
731
8.3
8 (
7.9
4)
3.52
(11
.46
)-
97
PT
Mit
ra N
aiga
Mu
lia (
PT
MN
M)
2016
-17
IDR
Mio
875
.00
98
.60
19
0,1
71.4
618
9,1
97.
85
100
.00
365,
316
.20
1,8
8,8
82.
99
29
,36
2.8
8 1
,59
,520
.11
-74
.97%
by
PTL
IM,
25.0
3% b
y P
TNLS
PT
Mit
ra N
aiga
Mu
lia (
PT
MN
M)
2016
-17
INR
0.4
3 0
.05
92.
719
2.23
0.0
518
4.4
8 9
5.39
14
.83
80
.56
-
98
Rah
i Sh
ippi
ng
PTE
Ltd
. (R
S P
T)
2016
-17
US
D M
io0
.04
7.9
6
65.
3557
.35
-7.
67
1.4
0
0.0
0 1
.40
-
100
% b
y A
SP
L
Rah
i Sh
ippi
ng
PTE
Ltd
. (R
S P
T)
2016
-17
INR
0.2
6 5
1.59
4
23.7
937
1.9
4-
51.4
0 9
.38
0
.00
9.3
8
-
99
Van
shi S
hip
pin
g P
TE L
td. (
VS
PT
)20
16-1
7U
SD
Mio
0.0
4 1
0.6
2 6
3.72
53.0
6-
7.6
7 1
.47
0.0
0 1
.47
-10
0%
by
AS
PL
Van
shi S
hip
pin
g P
TE L
td. (
VS
PT
)20
16-1
7IN
R0
.26
68
.89
4
13.2
234
4.0
7-
51.4
0 9
.89
0
.00
9.8
9
-
100
Aan
ya M
arit
ime
Inc.
(A
AM
MIN
C)
2016
-17
US
D M
io0
.00
10
.60
50
.15
39.5
5-
10.5
9 2
.41
- 2
.41
-10
0%
by
AS
PL
Aan
ya M
arit
ime
Inc.
(A
AM
MIN
C)
2016
-17
INR
0.0
1 6
8.7
7 32
5.24
256
.47
-70
.98
16
.14
-
16
.14
-
101
Aas
hn
a M
arit
ime
Inc.
(A
AS
MIN
C)
2016
-17
US
D M
io0
.00
10
.85
51.2
64
0.4
1-
10.5
9 3
.05
- 3
.05
-10
0%
by
AS
PL
Aas
hn
a M
arit
ime
Inc.
(A
AS
MIN
C)
2016
-17
INR
0.0
1 7
0.3
4
332.
43
262.
09
-70
.98
20
.46
-
20
.46
-
102
Urj
a M
arit
ime
Inc
(UR
MIN
C)
02-
12-2
016
to
31-0
3-20
17U
SD
Mio
0.0
1 0
.13
27.5
927
.45
-1.
28 0
.13
- 0
.13
-10
0%
by
AS
PL
Urj
a M
arit
ime
Inc
(UR
MIN
C)
INR
0.0
6 0
.85
178
.94
178
.02
-8
.55
0.8
8
- 0
.88
-
103
Ada
ni I
nfr
astr
uct
ure
PT
Y L
td.
(AIP
TY
L)20
16-1
7A
UD
Mio
0.0
0 (
0.9
6)
4.1
85.
14-
- (
0.9
6)
- (
0.9
6)
-10
0%
by
AG
PTE
Ada
ni I
nfr
astr
uct
ure
PT
Y L
td.
(AIP
TY
L)20
16-1
7IN
R0
.00
(4
.75)
20.7
325
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262
Names of Subsidiaries which are yet to commence operations
Names of Subsidiaries which have been liquidated or sold during the year
Sr No
Comapany Name
1 Adani Energy Ltd. 2 Adani Synenergy Ltd. 3 Adani Defence Systems And Technologies Ltd. 4 Adani Land Defence Systems And Technologies Ltd.5 Adani Aero Defence Systems And Technologies Ltd.6 Adani Naval Defence Systems And Technologies Ltd.7 Adani Agri Logistics (Kannauj) Ltd. 8 Adani Agri Logistics (Panipat) Ltd. 9 Adani Agri Logistics (Moga) Ltd. 10 Adani Agri Logistics (Mansa) Ltd. 11 Adani Agri Logistics (Bathinda) Ltd. 12 Adani Agri Logistics (Barnala) Ltd. 13 Adani Agri Logistics (Nakodar) Ltd. 14 Adani Agri Logistics (Raman) Ltd. 15 Talabira (Odisha) Mining Pvt. Ltd. 16 Rosepetal Solar Energy Pvt. Ltd. 17 Parampujya Solar Energy Pvt. Ltd. 18 Adani Welspun Exploration Ltd. 19 Chendipada Collieries Pvt. Ltd. 20 Adani Chendipada Mining Pvt. Ltd. 21 Rajasthan Collieries Ltd. 22 Adani Pench Power Ltd. 23 Mahaguj Power Ltd. 24 Jhar Mining Infra Pvt. Ltd. 25 Adani Wind Energy (AP) Ltd.26 Adani Green Energy (MP) Ltd. 27 Adani Green Energy (UP) Ltd.
Sr No
Comapany Name
28 Mundra Solar PV Ltd. 29 Mundra Solar Ltd. 30 Adani Wind Energy (Gujarat) Pvt Ltd. 31 Kilaj Solar (Maharashtra) Pvt. Ltd. 32 Wardha Solar (Maharashtra) Pvt Ltd.33 Gaya Solar (Bihar) Pvt Ltd.34 Mahoba Solar (UP) Pvt Ltd.35 Adani Renewable Energy Park Ltd.36 Adani Renewable Energy Park (Gujarat) Ltd.37 Adani Commodities LLP 38 Adani Tradecom LLP 39 Adani Tradewing LLP 40 Adani Tradex LLP 41 Adani Infrastructure Pvt. Ltd. 42 Adani Cementation Ltd. 43 Adani North America Inc 44 AWEL Global Ltd.45 Adani Mining Pty Ltd. 46 Galilee Transmission Holding Pty Ltd. 47 Galilee Transmission Pty Ltd. 48 Galilee Transmission Holdings Trust 49 PT Sumber Bara 50 PT Suar Harapan Bangsa 51 PT Tambang Sejahtera Bersama 52 PT Gemilang Pusaka Pertiwi 53 PT Hasta Mundra 54 Adani Infrastructure Pty Ltd.
Sr No
Comapany Name
1 PT Mundra Coal2 Adani Bunkering Pte Ltd.
(Merged with Adani Global Pte Ltd)
263
Adani Enterprises Limited 25th Annual Report 2016-17
(H in Crores)
Sr No
Name of Associate / Joint Venture
Latest Audited Balance Sheet
Date
Shares of Associate / Joint Venture held by the Company
at the year end
Extent of Holding %
Description of Significant
Influence
Reason why Associate
/ Joint Venture is not Consolidated
Networth Attributable to Shareholding as per latest
Audited Balancesheet
date
Profit / (Loss) for the Year
No of Shares Amount of Investment
in Associate / Joint Venture
Considered in Consolidation
Not Considered in Consolidation
1 Adani Wilmar Ltd - Consolidated
31-Mar-2017 5,71,47,443 341.38 50% by ATCM LLP
Note - A N.A 660.52 129.64 -
2 Adani Wilmar PTE Ltd - Consolidated
31-Dec-2016 38,00,000 25.18 50% by AGPTE
Note - A N.A 66.39 18.30 -
3 Adani Murmagao Port Terminal Pvt. Ltd
31-Mar-2017 Nil Nil 26% upto 31.03.17
Note - A N.A 8.86 (2.05) -
4 Adani Kandla Bulk Terminal Pvt Ltd
31-Mar-2017 Nil Nil 26% upto 31.03.17
Note - A N.A (34.16) (23.74) -
5 Indian Oil Adani Gas Pvt Ltd
31-Mar-2017 8,50,00,000 85.00 50% by AGASL
Note - A N.A 78.08 (3.08) -
6 Adani Renewable Park Rajasthan Ltd
31-Mar-2017 4,02,82,892 40.28 50% by AREPL
Note - A N.A 20.28 (0.22) -
7 CSPGCL AEL Parsa Kente Collieries Ltd
31-Mar-2017 78,400 0.08 49% by AEL Note - A N.A 0.06 (0.00) -
8 GSPC LNG Ltd 31-Mar-2017 4,82,00,000 48.20 31.17% by AEL
Note - A N.A 48.20 - -
9 Vishakha Industries Pvt Ltd
31-Mar-2017 1,46,685 5.00 50% by AAFL
Note - A N.A 2.23 0.02 -
10 Adani-Elbit Advance Systems India Ltd
31-Mar-2017 5,100 0.01 51% by AEL Note - A N.A (0.43) (0.01) 0.43
11 Adani Green Energy Pte Ltd
31-Mar-2017 - - 51% by AGPTE
Note - A N.A - - -
Note :
A. There is a significant influence due to percentage (%) of Shareholding
Names of Associates sold during the year
Names of Associates & Joint Venture which are yet to commence operations
Sr No
Comapany Name
1 Adani Murmagao Port Terminal Pvt Ltd 2 Adani Kandla Bulk Terminal Pvt Ltd
Sr No
Comapany Name
1 GSPC LNG Ltd2 CSPGCL AEL Parsa Kente Collieries Ltd 3 Adani Renewable Park Rajasthan Ltd4 Vishakha Industries Pvt Ltd5 Adani-Elbit Advance Systems India Ltd6 Adani Green Energy Pte Ltd
For and on behalf of the Board of Directors
GAUTAM S. ADANI RAJESH S. ADANI AMEET H. DESAI JATIN JALUNDHWALAChairman Managing Director Executive Director and CFO Company Secretary &DIN 00006273 DIN 00006322 DIN 00007116 Sr. Vice President (Legal)
Form No. AOC - 1Part “B” : Associates & Joint Ventures(Pursuant to first proviso to sub-Section (3) of Section 129 Read with Rule 5 of Companies (Accounts) Rules, 2014), related to Associate Companies and Joint Ventures
264
NOTICE
NOTICE is hereby given that the 25th Annual General Meeting
of Adani Enterprises Limited will be held on Wednesday,
9th August, 2017 at 10.30 a.m. at J. B. Auditorium, Ahmedabad
Management Association, AMA Complex, ATIRA, Dr. Vikram
Sarabhai Marg, Ahmedabad – 380 015 to transact the
following businesses:
ORDINARY BUSINESS
1. To receive, consider and adopt the audited financial
statements (including audited consolidated financial
statements) forthefinancialyearendedon31st March,
2017 and the Reports of the Board of Directors and
Auditors thereon.
2. To declare dividend on Equity Shares.
3. To appoint a Director in place of Mr. Rajesh S. Adani
(DIN: 00006322), who retires by rotation and being
eligible offers, himself for re-appointment.
4. To appoint a Director in place of Mr. Pranav V. Adani
(DIN : 00008457), who retires by rotation and being
eligible offers, himself for re-appointment.
5. Toconsiderand if thoughtfit, topass,withorwithout
modification(s), thefollowingresolutionasanOrdinary
Resolution :
“RESOLVED THAT pursuant to the provisions of Section
139 and other applicable provisions, if any, of the
Companies Act, 2013 and the Rules framed thereunder, as
amended from time to time, M/s. Shah Dhandharia & Co.,
Chartered Accountants (Firm Registration No.: 118707W)
be and is hereby appointed as Statutory Auditors of
the Company, in place of M/s. Dharmesh Parikh & Co.,
Chartered Accountants, Ahmedabad (Firm Registration
No.: 112054W), the retiring Statutory Auditors, to hold
officefromtheconclusionofthisAnnualGeneralMeeting
(AGM) till the conclusion of 30th AGM of the Company
to be held in the year 2022 (subject to ratification of
their appointment at every AGM) on such remuneration
(including fees for certification) and reimbursement of
out of pocket expenses for the purpose of audit as may
befixedbytheBoardofDirectorsoftheCompany,onthe
recommendation of the Audit Committee.”
SPECIAL BUSINESS
6. Toconsiderand if thoughtfit, topass,withorwithout
modification(s), thefollowingresolutionasanOrdinary
Resolution:
“RESOLVED THAT pursuant to the provisions of Sections
149, 152 and other applicable provisions, if any, of
the Companies Act, 2013 (Act) and the rules framed
thereunder, read with Schedule IV of the Act, as amended
from time to time, Mr. Venkataraman Subramanian
(DIN: 00357727), who was appointed as an Additional
Director pursuant to the provisions of Section 161(1) of
the Act and Articles of Association of the Company and
whoholdsofficeuptothedateofthisAnnualGeneral
Meeting and in respect of whom the Company has
received a notice in writing under Section 160 of the Act
fromamemberproposinghiscandidaturefortheoffice
of Director, be and is hereby appointed as an Independent
Director(Non-Executive)oftheCompanytoholdoffice
for a period upto August, 2021.”
7. Toconsiderand if thoughtfit, topass,withorwithout
modification(s), thefollowingresolutionasanOrdinary
Resolution:
“RESOLVED THAT pursuant to the provisions of Sections
149, 152 and other applicable provisions, if any, of
the Companies Act, 2013 (Act) and the rules framed
thereunder, read with Schedule IV of the Act, as amended
from time to time, Mrs. Vijaylaxmi Joshi (DIN: 00032055),
who was appointed as an Additional Director pursuant to
the provisions of Section 161(1) of the Act and Articles
of Association of the Company and who holds office
up to the date of this Annual General Meeting and in
respect of whom the Company has received a notice
in writing under Section 160 of the Act from a member
proposinghercandidaturefortheofficeofDirector,be
and is hereby appointed as an Independent Director
(Non-Executive) of the Company to hold office for a
period upto November, 2021.”
Adani Enterprises Limited | 25th Annual Report 2016-17
265
8. Toconsiderand if thoughtfit, topass,withorwithout
modification(s), the following resolution as a Special
Resolution:
“RESOLVED THAT pursuant to the provisions of Section
42, 62 and all other applicable provisions, if any, of the
Companies Act, 2013 and the rules framed thereunder
(includinganystatutorymodification(s)orre-enactment
thereof, for the time being in force) (the “Companies
Act”), the Foreign Exchange Management Act, 1999,
as amended or restated (“FEMA”), the Securities and
Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009, as amended or
restated (the “ICDR Regulations”), the Issue of Foreign
Currency Convertible Bonds and Ordinary Shares
(Through Depository Receipt Mechanism) Scheme,
1993, as amended or restated, the Foreign Exchange
Management (Transfer or Issue of Security by a Person
Resident Outside India) Regulations 2000, as amended
or restated, and subject to all other applicable laws,
statutes, rules, circulars, notifications, regulations and
guidelines of the Government of India, the Securities and
Exchange Board of India (the “SEBI”), the Reserve Bank
of India (the “RBI”), the relevant stock exchanges where
the equity shares of the Company are listed (the “Stock
Exchanges”) and all other appropriate statutory and
regulatory authorities, as may be applicable or relevant,
whether in India or overseas (hereinafter collectively
referred to as the “Appropriate Authorities”), the enabling
provisions of the Memorandum and Articles of Association
of the Company, as amended, and the listing agreements
entered into by the Company with the Stock Exchanges
and subject to requisite approvals, consents, permissions
and sanctions, if any, of the Appropriate Authorities
and subject to such conditions and modifications
as may be prescribed by any of them in granting any
such approvals, consents, permissions, and sanctions
(hereinafter referred as the “Requisite Approvals”)
which may be agreed to by the Board of Directors of the
Company (hereinafter referred as the “Board” which term
shall be deemed to include any committee constituted
or to be constituted by the Board to exercise its powers
including the powers conferred by this resolution, or
any person(s) authorised by the Board or its committee
for such purposes), consent of the Company be and is
hereby accorded to the Board in its absolute discretion,
to create, offer, issue and allot, from time to time in
either one or more international offerings, in one or more
foreign markets, in one or more tranches and/or in the
course of one or more domestic offering(s) in India, such
number of equity shares and/or any securities linked
to, convertible into or exchangeable for equity shares
including without limitation through Global Depository
Receipts (“GDRs”) and/or American Depository Receipts
(“ADRs”) and/or convertible preference shares and/or
convertible debentures (compulsorily and/or optionally,
fully and/or partly) and/or Commercial Papers and/or
warrants with a right exercisable by the warrant holder
to exchange or convert such warrants with equity shares
of the Company at a later date simultaneously with the
issue of non-convertible debentures and/or Foreign
Currency Convertible Bonds (“FCCBs”) and/or Foreign
Currency Exchangeable Bonds (“FCEBs”) and/or any other
permitted fully and/or partly paid securities/ instruments/
warrants, convertible into or exchangeable for equity
shares at the option of the Company and/or holder(s) of
the security(ies) and/or securities linked to equity shares
(hereinafter collectively referred to as “Securities”), in
registered or bearer form, secured or unsecured, listed
on a recognized stock exchange in India or abroad
whether rupee denominated or denominated in foreign
currency, to such investors who are eligible to acquire
such Securities in accordance with all applicable laws,
rules, regulations, guidelines and approvals, through
public issue(s), rights issue(s), preferential issue(s),
private placement(s) and / or qualified institutional
placement in terms of Chapter VIII of the SEBI (ICDR)
Regulations or any combinations thereof, through any
prospectus, offer document, offer letter, offer circular,
placement document or otherwise, at such time or times
and at such price or prices subject to compliance with
all applicable laws, rules, regulations, guidelines and
approvals, at a discount or premium to market price or
prices in such manner and on such terms and conditions
including as regards security, rate of interest, etc., as
may be deemed appropriate by the Board in its absolute
discretion, subject to compliance with all applicable
laws, rules, regulations, guidelines and approvals, for
an aggregate amount, not exceeding ` 5,000 Crores
(Rupees Five Thousand Crores Only) or foreign currency
equivalent thereof, at such premium as may from time to
266
time be decided by the Board and the Board shall have
the discretion to determine the categories of eligible
investors to whom the offer, issue and allotment shall be
made to the exclusion of all other categories of investors
at the time of such offer, issue and allotment considering
the prevailing market conditions and all other relevant
factors and where necessary in consultation with
advisor(s), lead manager(s), and underwriter(s) appointed
by the Company.
RESOLVED FURTHER THAT without prejudice to the
generality of the above, the issue(s) of Securities may,
subject to compliance with all applicable laws, rules,
regulations, guidelines and approvals, have all or any
terms, or combination of terms, in accordance with
domestic and/or international practice, including, but not
limited to, conditions in relation to payment of interest,
additional interest, premium on redemption, prepayment
and any other debt service payments whatsoever and
all other such terms as are provided in offerings of
such nature including terms for issue of additional
equity shares or variation of the conversion price of the
Securities during the duration of the Securities.
RESOLVED FURTHER THAT in case of any offering of
Securities, including without limitation any GDRs/ADRs/
FCCBs/FCEBs/other securities convertible into equity
shares, consent of the shareholders be and is hereby
given to the Board to issue and allot such number of
equity shares as may be required to be issued and
allotted upon conversion, redemption or cancellation of
any such Securities referred to above in accordance with
the terms of issue/offering in respect of such Securities
and such equity shares shall rank pari passu with the
existing equity shares of the Company in all respects,
except as may be provided otherwise under the terms
of issue/offering and in the offer document and/or offer
letter and/or offering circular and /or listing particulars.
RESOLVED FURTHER THAT the Board be and is hereby
authorised to engage, appoint and to enter into and
execute all such agreement(s)/ arrangement(s)/ MoUs/
placement agreement(s)/ underwriting agreement(s)/
deposit agreement(s)/ trust deed(s)/ subscription
agreement/ payment and conversion agency agreement/
any other agreements or documents with any consultants,
lead manager(s), co-lead manager(s), manager(s),
advisor(s), underwriter(s), guarantor(s), depository(ies),
custodian(s), registrar(s), agent(s) for service of process,
authorised representatives, legal advisors / counsels,
trustee(s), banker(s), merchant banker(s) and all such
advisor(s), professional(s), intermediaries and agencies
as may be required or concerned in such offerings of
Securities and to remunerate them by way of commission,
brokerage,feesandsuchotherexpensesasitdeemsfit,
listing of Securities in one or more Indian/ International
Stock Exchanges, authorizing any director(s) or any
officer(s) of theCompany, severally, to sign for and on
behalf of the Compan offer document(s), arrangement(s),
application(s), authority letter(s), or any other related
paper(s)/documents(s), give any undertaking(s),
affidavit(s), certification(s), declaration(s) including
without limitation the authority to amend or modify such
document(s).
RESOLVED FURTHER THAT for the purpose of giving
effect to the above resolution, consent of the members
of the Company be and is hereby accorded to the Board
to do all such acts, deeds, matters and/or things, in its
absolute discretion and including, but not limited to
finalization and approval of the preliminary as well as
finaldocument(s),determiningtheform,terms,manner
of issue, the number of the Securities to be allotted,
timing of the issue(s)/ offering(s) including the investors
to whom the Securities are to be allotted, issue price,
face value, number of equity shares or other securities
upon conversion or redemption or cancellation of the
Securities, premium or discount on issue /conversion/
exchange of Securities, if any, rate of interest, period of
conversion or redemption, listing on one or more stock
exchanges in India and / or abroad and any other terms
and conditions of the issue, including any amendments
ormodificationstothetermsoftheSecuritiesandany
agreement or document (including without limitation,
any amendment ormodification, after the issuance of
the Securities), the execution of various transaction
documents, creation of mortgage/charge in accordance
with the provisions of the Companies Act and any other
applicable laws or regulations in respect of any Securities,
eitheronaparipassubasisorotherwise,fixingofrecord
date or book closure and related or incidental matters
as the Board in its absolute discretion deems fit and
to settle all questions, difficulties or doubts that may
Adani Enterprises Limited | 25th Annual Report 2016-17
267
arise in relation to the issue, offer or allotment of the
Securities,acceptanymodifications in theproposalas
may be required by the Appropriate Authorities in such
issues in India and / abroad and subject to applicable law,
for the utilization of the issue proceeds as it may in its
absolutediscretiondeemfitwithoutbeing required to
seek any further consent or approval of the members or
otherwise to the end and intent and that the members
shall be deemed to have given their approval thereto for
all such acts, deeds, matters and/or things, expressly by
the authority of this resolution.
RESOLVED FURTHER THAT for the purpose of giving
effect to the above resolution, the Board is authorised
on behalf of the Company to take all actions and to do all
such deeds, matters and things as it may, in its absolute
discretion, deem necessary, desirable or expedient to
the issue or allotment of aforesaid Securities and listing
thereof with the stock exchange(s) as appropriate and to
resolveandsettleallquestionsanddifficultiesthatmay
arise in the proposed issue, offer and allotment of any of
the Securities, utilization of the issue proceeds and to do
all acts, deeds and things in connection therewith and
incidental thereto as the Board in its absolute discretion
deem fit, without being required to seek any further
consent or approval of the members or otherwise to the
end and intent that they shall be deemed to have given
their approval thereto expressly by the authority of this
resolution.
RESOLVED FURTHER THAT the Company and/or any
agency or body authorised by the Company may,
subject to compliance with all applicable laws, rules,
regulations,guidelinesandapprovals, issuecertificates
and/or depository receipts including global certificates
representing the Securities with such features and
attributes as are prevalent in international and/or
domestic capital markets for instruments of such nature
and to provide for the tradability or transferability thereof
as per the international and/or domestic practices and
regulations, and under the forms and practices prevalent
in such international and/or domestic capital markets.
RESOLVED FURTHER THAT the Company may enter into
any arrangement with any agency or body for the issue,
upon conversion of the Securities, of equity shares of the
Company in registered or bearer form with such features
and attributes as are prevalent in international capital
markets for instruments of this nature and to provide for
the tradability or free transferability thereof as per the
international practices and/or domestic practices and
regulations, and under the forms and practices prevalent
in international and/or domestic capital markets.
RESOLVED FURTHER THAT the Securities may be
redeemed and/or converted into and/or exchanged for
the equity shares of the Company (or exchanged for
equity shares of another company as permitted under
applicable law), subject to compliance with all applicable
laws, rules, regulations, guidelines and approvals, in a
manner as may be provided in the terms of their issue.
RESOLVED FURTHER THAT in case of a Qualified
Institutional Placement (QIP) pursuant to Chapter VIII
of the SEBI (ICDR) Regulations, the allotment of eligible
securities within the meaning of Chapter VIII of the
SEBI(ICDR)RegulationsshallonlybemadetoQualified
Institutional Buyers (QIBs) within the meaning of Chapter
VIII of the SEBI (ICDR) Regulations, such securities shall
be fully paid-up and the allotment of such securities shall
be completed within 12 months from the date of the
resolution approving the proposed issue by the members
of the Company or such other time as may be allowed
by SEBI (ICDR) Regulations from time to time and that
the securities be applied to the National Securities
Depository Limited and/or Central Depository Services
(India) Limited for admission of the eligible securities
to be allotted as per Chapter VIII of the SEBI (ICDR)
Regulations.
RESOLVED FURTHER THAT the relevant date for the
purpose of pricing of the Securities by way of QIP/GDRs/
ADRs/FCCBs/FCEBs or by way of any other issue(s) shall
be the date as specified under the applicable law or
regulation or it shall be the date of the meeting in which
the Board decides to open the issue.
RESOLVED FURTHER THAT the Board and other
designatedofficersof theCompanybeandarehereby
severally authorised to make all filings including as
regards the requisite listing application/ prospectus/ offer
document/registration statement, or any draft(s) thereof,
or any amendments or supplements thereof, and of any
other relevant documents with the Stock Exchanges
(in India or abroad), the RBI, the FIPB, the SEBI, the
268
Registrar of Companies and such other authorities or
institutions in India and/or abroad for this purpose and
to do all such acts, deeds and things as may be necessary
or incidental to give effect to the resolutions above and
theCommonSealoftheCompanybeaffixedwherever
necessary.
RESOLVED FURTHER THAT such of these Securities as
are not subscribed may be disposed off by the Board in
its absolute discretion in such manner, as the Board may
deemfitandaspermissiblebylaw.
RESOLVED FURTHER THAT the Board be and is hereby
authorised to delegate all or any of its powers conferred
by this resolution on it, to any Committee of directors or
theManagingDirectororDirectorsoranyotherofficer
of the Company, in order to give effect to the above
resolutions.
RESOLVED FURTHER THAT all actions taken by the
Board in connection with any matter referred to or
contemplated in any of the foregoing resolutions are
herebyapproved,ratifiedandconfirmedinallrespects.”
9. Toconsiderand if thoughtfit, topass,withorwithout
modification(s), the following resolution as a Special
Resolution:
“RESOLVED THAT pursuant to the provisions of Section
42, 71 and all other applicable provisions, if any, of the
Companies Act, 2013 (“Act”), read with rules made
thereunder (including any statutory modification(s) or
re-enactment thereof, for the time being in force) and
pursuant to the provisions of SEBI (Issue and Listing of
Debt Securities) Regulations, 2008 as amended from
time to time and other applicable SEBI regulations and
guidelines, the provisions of the Memorandum and
Articles of Association of the Company and subject to
such other applicable laws, rules and regulations and
guidelines, consent of the members of the Company
be and is hereby accorded to the Board of Directors
of the Company (hereinafter referred to as “the Board”
which term shall be deemed to include any Committee
which the Board may constitute to exercise its powers,
including the powers conferred by this Resolution) for
making offer(s) or invitation(s) to subscribe redeemable
secured/unsecured Non-Convertible Debentures (NCDs)
but not limited to subordinated debentures, bonds, and/
or other debt securities, etc., on a private placement
basis, in one or more tranches, during the period of one
year from the date of passing of the Special Resolution
by the members, within the overall borrowing limits of
the Company, as may be approved by the members from
time to time.
RESOLVED FURTHER THAT for the purpose of giving
effect to this resolution, the Board be and is hereby
authorised to determine the terms of issue including the
class of investors to whom NCDs are to be issued, time,
securities to be offered, the number of NCDs, tranches,
issue price, tenor, interest rate, premium/discount, listing
and to do all such acts and things and deal with all such
matters and take all such steps as may be necessary
and to sign and execute any deeds/ documents/
undertakings/ agreements/ papers/writings, as may be
required in this regard.”
10.Toconsiderand if thoughtfit, topass,withorwithout
modification(s), thefollowingresolutionasanOrdinary
Resolution:
“RESOLVED THAT pursuant to the provisions of Section
148 and all other applicable provisions of the Companies
Act, 2013 and the Companies (Audit and Auditors)
Rules, 2014 (including any statutorymodification(s) or
re-enactment thereof, for the time being in force), the
Cost Auditors appointed by the Board of Directors of the
Company, to conduct the audit of the cost records of
miningactivitiesof theCompany for thefinancial year
ending 31st March, 2018, be paid the remuneration as set
out in the Statement annexed to the Notice convening
this Meeting.
RESOLVED FURTHER THAT the Board of Directors of
the Company be and is hereby authorised to do all acts
and take all such steps as may be necessary, proper or
expedient to give effect to this resolution.”
Date : 24th May, 2017. For and on behalf of the Board
Place : Ahmedabad
Regd.Office:“AdaniHouse”,
Near Mithakhali Six Roads,
Navrangpura, Jatin Jalundhwala
Ahmedabad - 380 009 Company Secretary &
Gujarat, India. Sr. Vice President (Legal)
CIN : L51100GJ1993PLC019067
Adani Enterprises Limited | 25th Annual Report 2016-17
269
NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE
MEETING IS ENTITLED TO APPOINT A PROXY TO
ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF.
THE PROXY NEED NOT BE A MEMBER.
A person can act as proxy on behalf of members not
exceedingfifty (50) andholding in theaggregatenot
more than ten percent of the total share capital of the
Company. A member holding more than ten percent of
the total share capital of the Company carrying voting
rights may appoint a single person as proxy and such
person shall not act as a proxy for any other person or
shareholder.
2. THE INSTRUMENT APPOINTING PROXY SHOULD
HOWEVER BE DEPOSITED AT THE REGISTERED OFFICE
OF THE COMPANY NOT LATER THAN 48 HOURS
BEFORE THE COMMENCEMENT OF THE MEETING.
3. Information regarding appointment/re-appointment
of Directors and Explanatory Statement in respect of
special businesses to be transacted pursuant to Section
102 of the Companies Act, 2013 and/or Regulation
36(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is annexed hereto.
4. The Register of members and share transfer books
of the Company will remain closed from Wednesday,
2nd August, 2017 to Wednesday, 9th August, 2017
(both days inclusive) to determine entitlement of the
shareholders to receive dividend for the year 2016-17.
5. Shareholders seeking any information with regard
to accounts are requested to write to the Company
atleast 10 days before the meeting so as to enable the
management to keep the information ready.
6. All documents referred to in the accompanying notice
and explanatory statement will be kept open for
inspectionat theRegisteredOfficeofCompanyonall
working days between 11.00 a.m. to 1.00 p.m. prior to
date of Annual General Meeting.
7. Members are requested to bring their copy of Annual
Report at the meeting.
8. Members holding the shares in physical mode are
requested to notify immediately the change of their
address and bank particulars to the R & T Agent of
the Company. In case shares held in dematerialized
form, the information regarding change of address and
bank particulars should be given to their respective
Depository Participant.
9. In terms of Section 72 of the Companies Act, 2013,
nomination facility is available to individual shareholders
holding shares in the physical form. The shareholders
who are desirous of availing this facility, may kindly
write to Company’s R & T Agent for nomination form by
quoting their folio number.
10. The balance lying in the unpaid dividend account of
the Company in respect of dividend declared on for
the financial year 2009-10 will be transferred to the
Investor Education and Protection Fund of the Central
Government by October, 2017. Members who have not
encashed their dividend warrants pertaining to the said
year may approach the Company or its share transfer
agent for obtaining payments thereof by September,
2017.
11. The route map showing directions to reach the venue of
thetwenty-fifthAGMisannexed.
12. Process and manner for members opting for voting
through Electronic means:
i. In compliance with the provisions of Section 108
of the Act read with Rule 20 of the Companies
(Management and Administration) Rules, 2014
as amended and Regulation 44 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company is pleased to offer
the facility of voting through electronic means
and the business set out in the Notice above may
be transacted through such electronic voting.
The facility of voting through electronic means is
provided through the e-voting platform of Central
Depository Services (India) Limited (“remote
e-voting”).
270
ii. Members whose names are recorded in the Register
ofMembersorintheRegisterofBeneficialOwners
maintained by the Depositories as on the Cut-off
date i.e. 2nd August, 2017, shall be entitled to avail
the facility of remote e-voting as well as voting at
the AGM. Any recipient of the Notice, who has no
voting rights as on the Cut-off date, shall treat this
Notice as intimation only.
iii. A person who has acquired the shares and has
become a member of the Company after the
despatch of the Notice of the AGM and prior to the
Cut-off date i.e. 2nd August, 2017, shall be entitled
to exercise his/her vote either electronically i.e.
remote e-voting or through the Poll Paper at the
AGM by following the procedure mentioned in this
part.
iv. The remote e-voting will commence on Saturday,
5th August, 2017 at 9.00 a.m. and will end on
Tuesday, 8th August, 2017 at 5.00 p.m. During this
period, the members of the Company holding shares
either in physical form or in demat form as on the
Cut-off date i.e. 2nd August, 2017, may cast their vote
electronically. The members will not be able to cast
their vote electronically beyond the date and time
mentioned above and the remote e-voting module
shall be disabled for voting by CDSL thereafter.
v. Once the vote on a resolution is cast by the
member, he/she shall not be allowed to change it
subsequently or cast the vote again.
vi. The facility for voting through Ballot Paper would
be made available at the AGM and the members
attending the meeting who have not already cast
their votes by remote e-voting shall be able to
exercise their right at the meeting through Poll
Paper. The members who have already cast their
vote by remote e-voting prior to the meeting, may
also attend the Meeting, but shall not be entitled to
cast their vote again.
vii. The voting rights of the members shall be in
proportion to their share in the paid up equity share
capital of the Company as on the Cut-off date i.e.
2nd August, 2017.
viii. The Company has appointed CS Chirag Shah,
Practising Company Secretary (Membership No.
FCS: 5545; CP No: 3498), to act as the Scrutinizer
for conducting the remote e-voting process as well
as the voting through Poll Paper at the AGM, in a fair
and transparent manner.
ix. The procedure and instructions for remote e-voting
are, as follows:
Step 1 : Open your web browser during the voting period and log on to the e-voting website: www.evotingindia.com.
Step 2 : Now click on “Shareholders” to cast your votes.
Step 3 : Now, fill up the following details in theappropriate boxes:User-ID: a. For CDSL: 16 digits
beneficiaryIDb. For NSDL: 8 Character
DP ID followed by 8 Digits Client ID
c. Members holding shares in physical form should enter the Folio Number registered with the Company.
Step 4 : Next, enter the Image Verification asdisplayed and Click on Login.
If you are holding shares in demat form and had logged on to then your existing password is to be used.
Step 5 : Ifyouareafirsttimeuserfollowthestepsgiven below:For members holding shares in demat form and physical form:PAN Enter your 10 digit alpha-
numeric PAN issued by Income Tax Department
Members who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number which is printed on Postal Ballot / Attendance Slip indicated in the PAN field.
Adani Enterprises Limited | 25th Annual Report 2016-17
271
DOB# Enter the Date of Birth as recorded in dd/mm/yyyy format.
Dividend Bank Details#
Enter the Dividend Bank Details as recorded in your demat Bank account or the Company records for the said folio.
If the details are not recorded with the Depository or Company, please enter the number of Shares held by you in the bank account column.
# Please enter the DOB or dividend bank
details in order to login.
Step 6 : After entering these details appropriately,
click on “SUBMIT” tab.
Step 7 : Members holding shares in physical form
will then directly reach the Company
selection screen.However, first timeuser
holding shares in demat form will now
reach ‘Password Creation’ menu wherein
they are required to mandatorily enter their
loginpasswordinthenewpasswordfield.
Kindly note that this password can also be
used by the Demat holders for voting for
resolution of any other Company on which
they are eligible to vote, provided that the
Company opts for e-Voting through CDSL
platform. It is strongly recommended not
to share your password with any other
person and take utmost care to keep your
passwordconfidential.
If Demat account holder has forgotten the
changed password then Enter the user ID
and the imageverificationcodeandclick
on Forgot Password and enter the details
as prompted by the System.
Step 8 : For members holding shares in physical
form, the details can be used only for
remote e-voting on the resolutions
contained in this Notice.
Step 9 : Click on EVSN of the Company.
Step 10: On the voting page, you will see Resolution
Description and against the same, the
option “YES/NO” for voting. Select the
relevant option as desired YES or NO and
click to submit.
Step 11: Clickontheresolutionfilelinkifyouwish
to view the entire Notice.
Step 12: After selecting the resolution, you have
decided to vote on, click on “SUBMIT”. A
confirmation boxwill be displayed. If you
wish to confirm your vote, click on “OK”,
else to change your vote, click on “CANCEL”
and accordingly modify your vote. Once
you “CONFIRM” your vote on the resolution,
you will not be allowed to modify your vote.
Step 13: You can also take print out of the voting
done by you by clicking on “Click here to
print” option on the Voting page.
Step 14: Instructions for Non – Individual Members
and Custodians:
• Non-Individual Members (i.e. other
than Individuals, HUF, NRI, etc.) and
Custodian are required to log on to
www.evotingindia.com and register
themselves as Corporates.
• A scanned copy of the Registration Form
bearing the stamp and sign of the entity
should be emailed to helpdesk.evoting@
cdslindia.com.
• After receiving the login details, a
compliance user should be created
using the admin login and password. The
compliance user would be able to link
the account(s) for which they wish to
vote on.
• The list of accounts should be emailed to
[email protected] and on
approval of the accounts, they would be
able to cast their vote.
• A scan copy of the Board Resolution and
Power of Attorney (“POA”) which they
have issued in favour of the Custodian,
if any, should be uploaded in PDF format
in the system for the Scrutinizer to verify
the same.
272
x. Shareholders can also cast their vote using CDSL’s
mobile app m-Voting available for android based
mobiles. The m-Voting app can be downloaded from
Google Play Store. Please follow the instructions as
prompted by the mobile app while voting on your
mobile.
xi. The results declared along with the Scrutinizer’s
Report shall be placed on the Company’s website
www.adanienterprises.com and on the website of
CDSL i.e www.cdslindia.com within three days of
the passing of the Resolutions at the 25th Annual
General Meeting of the Company and shall also be
communicated to the Stock Exchanges where the
shares of the Company are listed.
xii. In case you have any queries or issues regarding
e-voting, you may refer the Frequently Asked
Questions (“FAQs”) and e-voting manual available at
www.evotingindia.com, under help section or write
an e-mail to [email protected].
Contact Details:
Company : Adani Enterprises LimitedRegd.Office:“AdaniHouse“,Nr.MithakhaliSix Roads, Navrangpura, Ahmedabad-380 009, Gujarat, IndiaCIN: L51100GJ1993PLC019067E-mail IDs: [email protected]
Registrar and Transfer Agent
: Link Intime India Private Limited 5th Floor, 506 to 508, Amarnath Business Centre – 1 (ABC-1), Beside Gala Business Centre, Nr. St. Xavier’s College CornerOff C G Road, Navrangpura, Ahmedabad – 380009Tel: +91-79-26465179
e-Voting Agency
: Central Depository Services (India) LimitedE-mail ID: [email protected] : 022- 22723333/ 8588
Scrutinizer : CS Chirag ShahPractising Company SecretaryE-mail ID: [email protected]
Adani Enterprises Limited | 25th Annual Report 2016-17
273
For Item No. 6:The Board of Directors vide circular resolution dated
22nd August, 2016 appointed Mr. Venkataraman Subramanian
as an Additional Director of the Company. According to the
provisions of Section 161 of the Companies Act 2013, he
holdsofficeasDirectoronlyuptothedateoftheensuing
Annual General Meeting. As required under Section 160 of
the Companies Act, 2013, a notice has been received from a
member signifying its intention to propose the appointment
of Mr. Venkataraman Subramanian as a Director along with
the deposit of requisite amount.
Mr. Venkataraman Subramanian joined the Indian
Administrative Service in 1971 (West Bengal Cadre).
He occupied many senior positions in the Government of
India and the Government of West Bengal during a career of
37 years. Most recently, Mr. Subramanian was the Secretary
to the Government of India with the Ministry of New and
Renewable Energy (MNRE) where he pioneered important
initiatives for reforms and development of the renewable
energy sector, including the introduction of the “Feed-in
Tariff” concept. As Additional Secretary & later Financial
Adviser, Ministry of Rural Development, he implemented
National Rural Development plans including the National
Rural Employment Guarantee Scheme. He is also the
Business Development Adviser to the Council for Industrial
andScientificResearchatNewDelhi,theSecretaryGeneral
of the Indian Wind Energy Association, and Chairman of
the Research Council of Indian Institute of Petroleum, in an
honorary capacity.
Mr. Venkataraman Subramanian has given a declaration to
the Board that he meets the criteria of independence as
provided under Section 149(6) of the Act. In the opinion
oftheBoard,hefulfillstheconditionsspecified intheAct
read with the rules made thereunder for appointment as
an Independent Director and he is independent of the
management.
Mr. Venkataraman Subramanian is not disqualified from
being appointed as Director in terms of Section 164 of the
Act and has given his consent to act as Director.
In compliance with the provisions of Section 149 read with
Schedule IV of the Act, the appointment of Mr. Venkataraman
Subramanian as an Independent Director is now being placed before the Members for their approval.
The terms and conditions for appointment of Mr. Venkataraman Subramanian as an Independent Director of the Company shall be open for inspection by the members at the Registered Office of the Company during normalbusiness hours on any working day.
Brief resume and other details of Mr. Venkataraman Subramanian whose appointment is proposed are provided in the annexure to the Notice attached herewith.
The Board of Directors recommends the said resolution for your approval.
Mr. Venkataraman Subramanian is deemed to be interested in the said resolution as it relates to his appointment.
None of the other Directors or key managerial personnel or their relatives is, in anyway, concerned or interested in the said resolution.
For Item No. 7:The Board of Directors vide circular resolution dated 2nd December, 2016 appointed Mrs. Vijaylaxmi Joshi as an Additional Director of the Company. According to the provisions of Section 161 of the Companies Act 2013, she holdsofficeasDirectoronlyuptothedateoftheensuingAnnual General Meeting. As required under Section 160 of the Companies Act, 2013, a notice has been received from a member signifying its intention to propose the appointment of Mrs. Vijaylaxmi Joshi as a Director along with the deposit of requisite amount.
Mrs.VijaylaxmiJoshiisa1980batchIASofficeroftheGujaratcadre. She had served in various posts in the State and in the Centre. She had been Joint and Additional Secretary in the Commerce Ministry between 2011 to 2014. Thereafter, she took over as Secretary, Ministry of Panchayati Raj on 1st May, 2014. She had also been appointed as Officer on SpecialDuty in the Ministry of Drinking Water and Sanitation. Lastly, she was head of the Swachh Bharat Abhiyan, the Clean India programme.
Under State level, she has also been deputed as Managing Director of Government Companies such as Gujarat Mineral
Development Corporation Ltd.
ANNEXURE TO NOTICEEXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND / OR REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
274
Mrs. Vijaylaxmi Joshi has given a declaration to the Board that she meets the criteria of independence as provided under Section 149(6) of the Act. In the opinion of the Board, shefulfillstheconditionsspecifiedintheActreadwiththerules made thereunder for appointment as an Independent Director and she is independent of the management.
Mrs.VijaylaxmiJoshiisnotdisqualifiedfrombeingappointedas Director in terms of Section 164 of the Act and has given her consent to act as Director.
In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mrs. Vijaylaxmi Joshi as an Independent Director is now being placed before the Members for their approval.
The terms and conditions for appointment of Mrs. Vijaylaxmi Joshi as an Independent Director of the Company shall be open for inspection by the members at the Registered OfficeoftheCompanyduringnormalbusinesshoursonanyworking day.
Brief resume and other details of Mrs. Vijaylaxmi Joshi whose appointment is proposed are provided in the annexure to the Notice attached herewith.
The Board of Directors recommends the said resolution for your approval.
Mrs. Vijaylaxmi Joshi is deemed to be interested in the said resolution as it relates to her appointment.
None of the other Directors or key managerial personnel or their relatives is, in anyway, concerned or interested in the said resolution.
For Item No. 8:The Company proposes to have flexibility to infuse additional capital, to tap capital markets and to raise additional long term resources, if necessary in order to sustain rapid growth in the business, for business expansion and to improve the financialleveragingstrengthoftheCompany.Theproposedresolution seeks the enabling authorization of the members to the Board of Directors to raise funds to the extent of ` 5,000 Crores (Rupees Five Thousand Crores Only) or its equivalent in any one or more currencies, in one or more tranches, in such form, on such terms, in such manner, at such price and at such time as may be considered appropriate by the Board (inclusive at such premium as may be determined) by way of issuance of equity shares of the Company (“Equity Shares”) and/or any instruments or securities including Global Depository Receipts (“GDRs”) and/or American Depository Receipts (“ADRs”) and/or convertible preference shares and/or convertible debentures (compulsorily and/
or optionally, fully and/or partly) and/or non-convertible debentures (or other securities) with warrants, and/or warrants with a right exercisable by the warrant holder to exchange or convert such warrants with equity shares of the Company at a later date simultaneously with the issue of Foreign Currency Convertible Bonds (“FCCBs”) and/or Foreign Currency Exchangeable Bonds (“FCEBs”) and/or any other permitted fully and/or partly paid securities/instruments/warrants, convertible into or exchangeable for equity shares at the option of the Company and/or holder(s) of the security(ies) and/or securities linked to equity shares (hereinafter collectively referred to as “Securities”), in registered or bearer form, secured or unsecured, listed on a recognized stock exchange in India or abroad whether rupee denominated or denominated in foreign currency by way of private placement or otherwise.
The Special Resolution also seeks to empower the Board of Directors to undertake a Qualified Institutional Placement(QIP) with Qualified Institutional Buyers (QIBs) as definedby SEBI under Issue of Capital and Disclosure Requirements Regulations, 2009. The Board of Directors may in their discretion adopt this mechanism as prescribed under Chapter VIII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. Further in case the Company decides to issue eligible securities within the meaning of Chapter VIII of the SEBI Regulations to Qualified InstitutionalInvestors, it will be subject to the provisions of Chapter VIII of the SEBI Regulations as amended from time to time. The aforesaid securities can be issued at a price after taking into consideration the pricing formula prescribed in Chapter VIII of the SEBI (ICDR) Regulations. Allotment of securities issued pursuant to Chapter VIII of SEBI Regulations shall be completed within twelve months from the date of passing of the resolution under Section 42 and 62 of the Companies Act, 2013. This Special Resolution gives (a) adequate flexibility anddiscretiontotheBoardtofinalisethetermsoftheissue,in consultation with the Lead Managers, Underwriters, Legal Advisors and experts or such other authority or authorities as need to be consulted including in relation to the pricing of the Issue which will be a free market pricing and may be at premium or discount to the market price in accordance with the normal practice and (b) powers to issue and market any securities issued including the power to issue such Securities in such tranche or tranches with/without voting rights or with differential voting rights.
The detailed terms and conditions for the issue of Securities will be determined in consultation with the advisors, and such Authority/Authorities as may be required to be consulted by the Company considering the prevailing market conditions and other relevant factors.
Adani Enterprises Limited | 25th Annual Report 2016-17
275
The consent of the shareholders is being sought pursuant to the provisions of Section 42, 62 and other applicable provisions of the Companies Act, 2013 and in terms of the provisions of the listing agreement executed by the Company with Stock Exchanges where the Equity Shares of the Company are listed. Since, the resolution involves issue of Equity Shares to persons other than existing shareholders, Special Resolution in terms of Section 42 and 62 of the Companies Act, 2013 is proposed for your approval. The amount proposed to be raised by the Company shall not exceed ` 5,000 Crores (Rupees Five Thousand Crores Only).
The Equity shares, which would be allotted, shall rank in all respects pari passu with the existing Equity Shares of the Company, except as may be provided otherwise under the terms of issue/offering and in the offer document and/or offer letter and/or offering circular and/or listing particulars.
The Board of Directors recommends the said resolution for your approval.
None of the Directors or any key managerial personnel or any relative of any of the Directors of the Company or the relatives of any key managerial personnel is, in anyway, concerned or interested in the above resolution.
For Item No. 9:As per the provisions of Section 42 of the Companies Act, 2013 (“Act”) read with rules made thereunder a Company offering or making an invitation to subscribe to redeemable secured/ unsecured non-convertible debentures (NCDs) on a private placement basis is required to obtain the prior approval of the members by way of a Special Resolution. Such approval by a Special Resolution can be obtained once a year for all the offers and an invitation for such debt securities to be made during the year.
It is proposed to offer or invite subscriptions for redeemable secured/ unsecured non-convertible debenture including subordinated debentures, bonds, and/ or other debt securities, etc., on a private placement basis, in one or more tranches, during the period of one year from the date of passing of the Special Resolution by the members, within the overall borrowing limits of the Company, as may be approved by the members from time to time, with authority to the Board to determine the terms and conditions, including the issue price of the debt securities, interest, repayment, security or otherwise, as it may deem expedient and to do all such acts, deeds, matters and things in connection therewith and incidental thereto as the Board in its absolute discretion deems fit, without being required to seek anyfurther consent or approval of the members or otherwise
to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of the Resolution. Accordingly, the approval of the members is being sought by way of a Special Resolution under Section 42 and other applicable provisions, if any of the Act and its rules there under.
The Board of Directors recommends the said resolution for your approval.
None of the Directors or any key managerial personnel or any relative of any of the Directors of the Company or the relatives of any key managerial personnel is, in anyway, concerned or interested in the above resolution.
For Item No. 10:The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of M/s. K V Melwani & Associates, Practising Cost Accountants as the cost auditors of the Company to conduct the audit of the cost records of the Mining Activities of the Company for the financialyear2017-18,atafeeof` 50,000/- plus applicable Taxes and reimbursement of out of pocket expenses, as remuneration for cost audit services for the FY 2017-18.
In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the CostAuditorshastoberatifiedbytheshareholdersoftheCompany.
Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No. 10 of the Notice for ratification of the remuneration payable to theCostAuditorsforthefinancialyearending31st March, 2018.
The Board of Directors recommends the above resolution for your approval.
None of the Directors or any key managerial personnel or any relative of any of the Directors of the Company or the relatives of any key managerial personnel is, in anyway, concerned or interested in the above resolution.
Date : 24th May, 2017. For and on behalf of the BoardPlace : AhmedabadRegd.Office:“AdaniHouse”,Near Mithakhali Six Roads,
Navrangpura, Jatin Jalundhwala
Ahmedabad - 380 009 Company Secretary &
Gujarat, India. Sr. Vice President (Legal)
CIN : L51100GJ1993PLC019067
276
Name of Director
Date of Birth(No. of
Shares held)
Qualification Nature of expertise in specific functional areas
Name of the companies in which
he holds directorship as on 31.03.2017
Name of committees in which he/she holds membership/
chairmanship as on 31.03.2017
Mr. Rajesh S. Adani
07.12.1964 (Nil)#
B.Com Mr Rajesh Adani has been associated with Adani Group since its inception. He is in charge of the operations of the Group and has been responsible for developing its business relationships. His proactive, personalized approach to the business and competitive spirit has helped towards the growth of the Group and its various businesses.
• Adani Enterprises Limited^^
• Adani Power Limited ^^
• Adani Transmission Limited^^
• Adani Ports and Special Economic Zone Limited^^
• Adani Wilmar Limited
• Adani Gas Limited
• Adani Welspun Exploration Limited
• Adani Green Energy Limited
• Adani Finserve Private Limited
• Adani Institute for Education and Research [Section 8 Company]
• Adani Enterprises Limited^^
o Corporate Social Responsibility Committee
(Chairman)
o Risk Management Committee (Chairman)
• Adani Ports and Special Economic Zone Limited^^
o Audit Committee (Member)
o Stakeholders’ Relationship Committee (Chairman)
o Nomination & Remuneration Committee (Member)
o Sustainability & Corporate Social Responsibility Committee (Chairman)
o Risk Management Committee (Chairman)
• Adani Power Limited^^
o Audit Committee (Member)
o Stakeholders’ Relationship Committee (Member)
o Sustainability and Corporate Social Responsibility Committee (Chairman)
o Risk Management Committee (Chairman)
• Adani Transmission Limited^^
o Corporate Social Responsibility & Sustainability (CSR&S) Committee (Chairman)
o Audit Committee (Member)
o Stakeholders’ Relationship Committee (Member)
o Risk Management Committee (Member)
• Adani Wilmar Limited
o Audit Committee (Chairman)
• Adani Gas Limited
o Audit Committee (Member)
• Adani Welspun Exploration Limited
o Audit Committee (Chairman)
ANNEXURE TO NOTICEDetails of Directors seeking Appointment / Re-appointment
Adani Enterprises Limited | 25th Annual Report 2016-17
277
ANNEXURE TO NOTICEDetails of Directors seeking Appointment / Re-appointment
Name of Director
Date of Birth(No. of
Shares held)
Qualification Nature of expertise in specific functional areas
Name of the companies in which
he holds directorship as on 31.03.2017
Name of committees in which he/she holds membership/
chairmanship as on 31.03.2017
Mr. Pranav V. Adani
09.08.1978 (Nil)
B.B.A. Mr. Pranav Adani has been active in the group since 1999. He has been instrumental in initiating & building numerous new business opportunities across multiple sectors. He has spearheaded the Joint Venture with the Wilmar Group of Singapore and transformed it from a singlerefineryedibleoilbusiness into a pan India Food Company. He also leads the Oil & Gas, City Gas Distribution & Agri Infrastructure businesses of the Group. His astute understanding of the economic environment has helped the group in scaling up the businesses multi fold.
Mr. Pranav Adani is a Bachelor of Science in Business Administration from the Boston University, USA. He is also an alumnus of the Owners/President Management Program of the Harvard Business School, USA.
Mr. Pranav Adani has been conferred with several awards, Globoil Man of the Year Award 2009 being one of them.
• Adani Enterprises Limited^^
• Adani Wilmar Limited
• Adani Gas Limited
• Adani Welspun Exploration Limited
• Adani Synenergy Limited
• Adani Bunkering Private Limited
• Adani Properties Private Limited
• Adani Infrastructure and Developers Private Limited
• Adani Agri Fresh Limited
• Adani Agri Logistics Limited
• Adani Agri Logistics Limited
o Audit Committee (Chairman)
• Adani Agri Fresh Limited
o Audit Committee (Chairman)
• Adani Bunkering Private Limited
o Corporate Social Responsibility Committee (Chairman)
• Adani Gas Limited
o Nomination & Remuneration Committee (Member)
o Corporate Social Responsibility Committee (Chairman)
• Adani Welspun Exploration Limited
o Nomination & Remuneration Committee (Member)
278
ANNEXURE TO NOTICEDetails of Directors seeking Appointment / Re-appointment
Name of Director
Date of Birth(No. of
Shares held)
Qualification Nature of expertise in specific functional areas
Name of the companies in which
he holds directorship as on 31.03.2017
Name of committees in which he/she holds membership/
chairmanship as on 31.03.2017
Mr. Venkataraman Subramanian
17.06.1948(Nil)
Retd. IAS Mr. Venkataraman Subramanian joined the Indian Administrative Service in 1971 (West Bengal Cadre). He occupied many senior positions in the Government of India and the Government of West Bengal during a career of 37 years. Most recently Mr. Subramanian was the Secretary to the Government of India with the Ministry of New and Renewable Energy (MNRE) where he pioneered important initiatives for reforms and development of the renewable energy sector, including the introduction of the “Feed-in Tariff” concept. As Additional Secretary & later Financial Adviser, Ministry of Rural Development, he implemented National Rural Development plans including the National Rural Employment Guarantee Scheme. He is also the Business Development Adviser to the Council for IndustrialandScientificResearch at New Delhi, the Secretary General of the Indian Wind Energy Association, and Chairman of the Research Council of Indian Institute of Petroleum, in an honorary capacity.
• Adani Enterprises Limited^^
• Sundaram-Clayton Limited^^
• Suzlon Energy Limited^^
• SE Electricals Limited
• Bhoruka Power Corporation Limited
• Suzlon Power Infrastructure Limited
• Suzlon Gujarat Wind Park Limited
• Suzlon Generators Limited
• Windforce Management Services Private Limited
• Enfragy Solutions India Private Limited
• GPS Renewables Private Limited
• Environmental Resources Foundation [Section 8 Company]
• Adani Enterprises Limited^^
o Audit Committee (Member)
o Stakeholders’ Relationship Committee (Member)
o Nomination & Remuneration Committee (Member)
• Sundaram -Clayton Limited^^
o Audit Committee (Member)
o Nomination & Remuneration Committee (Member)
• Suzlon Energy Limited^^
o Audit Committee (Member)
• Suzlon Power Infrastructure Limited
o Nomination & Remuneration Committee (Member)
• Suzlon Gujarat Wind Park Limited
o Audit Committee (Member)
o Nomination & Remuneration Committee (Member)
• Suzlon Generators Limited
o Audit Committee (Member)
o Nomination & Remuneration Committee (Member)
Adani Enterprises Limited | 25th Annual Report 2016-17
279
ANNEXURE TO NOTICEDetails of Directors seeking Appointment / Re-appointment
IMPORTANT COMMUNICATION TO MEMBERSThe Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate
Governance” by allowing paperless compliances by the Companies and has issued
circulars stating that service of notice / documents including Annual Report can be
sent by e-mail to its members. To support this green initiative of the Government in
full measure, members who have not registered their e-mail addresses, so far, are
requested to register their e-mail addresses, in respects of electronics holding with
the Depository through their concerned Depository Participants.
Name of Director
Date of Birth(No. of
Shares held)
Qualification Nature of expertise in specific functional areas
Name of the companies in which
he holds directorship as on 31.03.2017
Name of committees in which he/she holds membership/
chairmanship as on 31.03.2017
Mrs. Vijaylaxmi Joshi
01.08.1958(Nil)
Retd. IAS Mrs. Vijaylaxmi Joshi is a 1980batchIASofficeroftheGujarat cadre. She had served in various posts in the State and in the Centre. She had been Joint and Additional Secretary in the Commerce Ministry between 2011 to 2014. Thereafter, she took over as Secretary, Ministry of Panchayati Raj on May 1, 2014. She had also been appointedasOfficeronSpecial Duty in the Ministry of Drinking Water and Sanitation. Lastly, she was head of the Swachh Bharat Abhiyan, the Clean India programme.
• Adani Enterprises Limited^^
Nil
# Individual capacity. ^^Listed Companies
For other details such as number of meetings of the board attended during the year, remuneration drawn and relationship
with other directors and key managerial personnel in respect of above directors, please refer to the Corporate Governance
Report.
280
Venue : J.B. Auditorium, Ahmedabad Management Association, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad – 380 015.
Landmark : Opposite Indian Institute of Management, Ahmedabad.
ROUTE MAP TO THE VENUE OF THE 25TH AGM TO BE HELD ON WEDNESDAY, 9TH AUGUST, 2017
Venue Distance fromRailway Station 8 km approx.Airport 14 km approx.
N
J. B. Auditorium AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad - 380015, Gujarat.
Ahmedabad Textile IndustriesResearch Association (ATIRA)
IIM-A (0.6 km)
Sahajanand College Kamdhenu
Complex
Panjarapole Cross Road
Ambawadi (1.6 km)
Ahmedabad Management Association (AMA)
Dr. Vikram Sarabhai Marg (Ambawadi-IIM-A Road)
Adani Enterprises Limited | 25th Annual Report 2016-17
CIN : L51100GJ1993PLC019067
Name of the company : Adani Enterprises Limited
Registeredoffice : “AdaniHouse”Nr.MithakhaliSixRoads,Navrangpura, Ahmedabad – 380 009, Gujarat, India
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration)
Rules, 2014]
Adani Enterprises Limited
Regd. Office:“Adani House” Nr. Mithakhali Six Roads, Navrangpura,
Ahmedabad – 380 009, Gujarat, India
CIN: L51100GJ1993PLC019067
Name of the member(s) :
Registered Address :
E-mail ID :
Folio No/Client ID :
DP ID :
I / We, being the member(s) of ...........................shares of the above named company, hereby appoint:
1. Name : ...........................................................................................................................................................................................................
Address : ...........................................................................................................................................................................................................
E-mail ID : ...........................................................................................................................................................................................................
Signature : .................................................................................................. , or failing him
2. Name : ...........................................................................................................................................................................................................
Address : ...........................................................................................................................................................................................................
E-mail ID : ...........................................................................................................................................................................................................
Signature : .................................................................................................. , or failing him
3. Name : ...........................................................................................................................................................................................................
Address : ...........................................................................................................................................................................................................
E-mail ID : ...........................................................................................................................................................................................................
Signature : ...........................................................................................................................................................................................................
Form No. MGT-11
Proxy Form
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at 25th Annual General Meeting of the Company,
to be held on Wednesday, the 9th day of August, 2017 at 10:30 a.m. at J.B. Auditorium, Ahmedabad Management Association,
AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad-380 015 and at any adjournment thereof in respect of such
resolutionsas are indicated below:
Ordinary Business:1. Adoption of audited financial statements (including consolidate financial statements) for the financial year ended
31st March, 2017 (Ordinary Resolution).
2. Declaration of Dividend on Equity Shares (Ordinary Resolution).
3. Re-appointment of Mr. Rajesh S. Adani (DIN: 00006322), as a Director of the Company who retires by rotation (Ordinary
Resolution).
4. Re-appointment of Mr. Pranav V. Adani (DIN : 00008457), as a Director of the Company who retires by rotation (Ordinary
Resolution).
5. Appointment of M/s. Shah Dhandharia & Co., Chartered Accountants, Ahmedabad as Statutory Auditors of the Company in
placeofM/s.DharmeshParikh&Co.,theretiringStatutoryAuditorsandfixingtheirremuneration(OrdinaryResolution).
Special Business:6. Appointment of Mr. Venkataraman Subramanian (DIN: 00357727), as an Independent Director (Ordinary Resolution).
7. Appointment of Mrs. Vijaylaxmi Joshi (DIN: 00032055), as an Independent Director (Ordinary Resolution).
8. Approval of offer or invitation to subscribe to Securities for an amount not exceeding ` 5,000 Crores (Special Resolution).
9. Approval of offer or invitation to subscribe to Non-Convertible Debentures on private placement basis (Special Resolution).
10.RatificationoftheRemunerationoftheCostAuditors(OrdinaryResolution).
Signed this .................................... day of ......................... 2017.
Signature of Shareholder: _______________
Signature of Proxy holder(s): ________________
Note: This formofproxy inorder tobeeffectiveshouldbedulycompletedanddeposited in the registeredofficeof theCompany not less than 48 hours before the commencement of the Meeting.
Affix ` 1Revenue Stamp
Adani Enterprises Limited | 25th Annual Report 2016-17
Attendance SlipFull name of the member attending ...............................................................................................................................................................
Full name of the joint-holder ............................................................................................................................................................................
(TobefillediniffirstnamedJoint–holderdoesnotattendmeeting)
Name of Proxy .....................................................................................................................................................................................................
(TobefilledinifProxyFormhasbeendulydepositedwiththeCompany)
I hereby record my presence at the 25th Annual General Meeting held at J .B. Auditorium, Ahmedabad Management Association,
AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad – 380 015 on Wednesday, 9th August, 2017 at 10:30 a.m.
Folio No ____________________ DP ID No. * _____________________ Client ID No.* _________________
*Applicable for members holding shares in electronic form.
No. of Share(s) held __________________________ ________________________________
Member’s / Proxy’s Signature
Adani Enterprises Limited
Regd. Office:“Adani House” Nr. Mithakhali Six Roads, Navrangpura,
Ahmedabad – 380 009, Gujarat, India
CIN: L51100GJ1993PLC019067
Adani Enterprises Limited
Adani HouseNear Mithakhali Six Roads,Navrangpura, Ahmedabad 380 009, Gujarat, India.
Tel +91 79 2656 5555 Fax +91 79 2656 5500 [email protected]
Follow us on: / Adani Online Visit us: www.adanienterprises.com